United Heroes: Spider-Man and Cinder- Flaming Web of Light and Shadow
by KingFrancisX
Summary: Sequel to "Un-Gravitified Web". By combining the powers of her Grimm and the alien symbiote, Salem and Venom launch a massive symbiote invasion onto New York City, infecting the people of Manhattan. Back with the black suit, Spider-Man must reluctantly team up with his Crimson Remnant rival, Cinder Fall, to stop the villains before this chaos could spread throughout their worlds.
1. Prologue: Web of Shadows

_Prologue: Web of Shadows_

 **Remnant, Salem's Domain**

Ever since the Green Goblin has been beaten a couple of months ago and the multiverse has been saved, the world of Remnant and its people have found a renewed form of peace, confident that they can take on any threat, whether they are from space, another dimension, or even someone from their home world, like the cold, cunning, not to mention malevolent master of the Grimm, Salem.

The Grimm Master was humiliated and utterly embarrassed during Goblin's short, dark reign over the multiverse, having most of her inner circle killed by his hands, her Grimm under his control, the relics eternally lost and absorbed by the Amazing Spider-Man, and to top it off, was KIDNAPPED and tortured during the "Day of Reckoning". So it's safe to say her plans to rule over Remnant has been foiled completely…or so she wants her enemies to think.

Thanks to one of her surviving subordinates, Cinder Fall, she gotten access to a Refined Reactive Chaotic Iso-8. The ISO-8 are mysterious rocks that scattered in millions all across Earth recently, each containing unspeakable amounts of power, with the Reactive/Prismatic type ISO-8 being the strongest form apart from the A-ISOs and E-ISOs, and now the cunning Salem has one in her possession.

In the past month, Salem has been plotting a scheme to one-up Norman Osborn, having learned the existence of multiple universes, and plans to take control of both Remnant and Earth by extensively studying the ISO-8 and learn more and more about its limitless capabilities. One trick she learned was the ability to use its power to increase the strength of her Grimm to new heights, dubbing them "ISO-Grimm". She has also harnessed the ability to warp and teleport all across the world with a simple thought, though to her displeasure, she doesn't seem to have the power to transport herself to different dimensions without the proper tech like a Webware to help harness that ability. Fortunately for her, using her new "ISO-Seer Grimm", she can at least observe the other worlds through her small creature's new abilities and study them and their inhabitants without being noticed, but she's been mostly interested in two particular, but fascinating worlds.

"Hmm…" The Grimm Queen sits on her chair and looks at the image of a world different from her own through the Seer's head, spotting a familiar-looking blue hedgehog running around at the speed of sound. "Sonic the Hedgehog, Hero of Mobius. One of the chosen few that can control the light of chaos, the Chaos Emeralds, and has used them to save his world countless times from total destruction. How amusing." She said with her collected and calm tone of voice, with not the tiniest hint of worry in her voice.

The foggy image from her Seer transforms to that of Earth-616. "And then there's Earth, the prime and marvelous world that keeps out universes stable and in control, housing the universe's most dangerous items of power and individuals, more particular him…" An image of a kid in a red-and-blue spider costume web swinging through the streets of New York City. "Spider-Man…Also known as Peter Parker, and the Avatar of the Great Weaver, creator of the Web of Life and Destiny. The 'Hero of Destiny' that could control the light AND the darkness, and the only mortal whose immeasurable potential could surpass even the gods. Fascinating. Quite fascinating indeed." She said with a small, devious smile on her face. "And if I were to beat this hero, then the sacred gates leading to my dreams and ideals will finally be open."

She gets up from her chair. "I really must express my gratitude to Norman and his accidental creation. Thanks to the two of you, my eyes have been opened. In all my years I never knew the existence of 'other worlds' and 'universes' that contain knowledge that would prove beneficial to my goals. And if I were to achieve my goals, annoying pests like Spider-Man and his friends must be eradicated, but how?" She asked herself.

As Salem ponders on a plan to defeat Spider-Man, her ISO-Seer shows her a foggy image of a being that looks like Spider-Man, but all dark and monstrous. "Ah yes, him. The one they call…Venom." The Seer shows her multiple images and footage of Venom's numerous battles against Spider-Man, overwhelming him in all video clips while Salem continues talking to herself. "I, too, have been also observing this abnormal and alien creature ever since I first laid eyes upon him during the climactic battle a few months ago. His 'symbiote' possess VAST similarities to my Grimm, but at the same time possess an incomprehensible amount of abilities none of them could ever achieve on their own, like the ability to take a host and increase their strength that could even overpower Spider-Man and the other heroes."

 **BGM-Dragon Ball Xenoverse 2 OST - Open Field Stage**

She commands the Seer to project a large-size hologram of Venom into the room. "Yes…The symbiote is the key to completing my plans. If I could obtain a sample, just a sample, I could use my ISO-8 to fuse its boundless potential with the power of the Grimm. A Grimm-Symbiote. With me as its perfect host and master, commanding an army of Symbiote Grimm, both Remnant and Earth will be mine to conquer as their supreme queen, and the likes of Spider-Man will be ultimately powerless for what I will become. I hope you're ready, Hero of Destiny, as to you, Villain of Chaos, because you'll both be instrumental in what's to come." She said with a wicked smile, staring at two holograms of both Spider-Man and Venom, sparking a new, chaotic adventure for our favorite Web-Slinger and his friendly neighborhood, while simultaneously igniting the web of flame of his two rivals, Eddie Brock and Cinder Fall.

 **Spider-Man and Cinder: Flaming Web of Light and Shadow**

 **BGM End**

* * *

 **KFX here: Greetings readers, new and old, after a short break, welcome to the start of the next story in the United Heroes series. It's another crossover between Spider-Man and RWBY, this time an adaptation of the game "Spider-Man: Web of Shadows" but without Team RWBY. What? Yup, if you haven't guessed from the title, this is more a Spider-Man/CINDER crossover, with the latter having more of a focus in the story this time. So yeah, no Team RWBY or the likes of Team JNPR apart of this story besides maybe a few cameos. Don't worry, I do have plans on bringing in a couple Huntsmen into this story to make it feel more like a crossover. And since school is starting up for me again, I won't be able to upload as frequently as I would like, but I'm still determined to finish this story, and thankfully it won't be as long as Battle for Remnant, I promise. Anyways, see ya next chapter.**


	2. Issue 1: The Lethal Protector

_Issue 1: The Lethal Protector_

 **Earth, Small Island**

 **BGM-Street Fighter Alpha 3 OST-The Road (Theme of Ryu)**

It has been two weeks since Spider-Man and Sonic saved Mobius from the threat of a black hole thanks to the destructive power of the Arks of the Cosmos. Since then, things have been at peace as usual, with no major commotion happening at the moment, well at least for Sonic. Spidey, however, is currently busy facing off against his intense rival from the world of Remnant, Cinder Fall, at a tropical island east of New York City, with his other rival/arch-enemy, Eddie Brock, also known as Venom, enjoying the battle while on top of a cliff eating popcorn.

The battle between the webhead and the crimson fighter intensifies with every passing second, with the two moving at speeds a normal human could never follow. After another one of their clashes, the spectacular Avenger back flips himself to a crouching stance to regain his bearings.

"Whew…Is that all you got, Cinderella? Have you become rusty since our last dance together? Is it because you're not wearing your glass shoes today?" Spidey joked while staring down at Cinder in front of him.

"It's more that I haven't heard a good joke in quite a while to get me in the mood, and it seems that no one around me is trying their best to be funny." Cinder mocked Spider-Man with a smirk plastered on her face.

"Are you mocking me?" Spider-Man asked his red-dressed opponent.

"That's probably the best joke I've heard all day." Cinder answered, still with a smirk on her mouth.

Venom laughs from side while eating his popcorn. **_"That's hilarious!"_**

"Oh ho! It's so on now!" Spidey said, getting back into fighting position before he and Cinder blitz back at each other at full speed, clashing with their webbed up-fists and flame red sword. "Got your shoes!" The web-slinger attached his webbing onto Cinder's shoes and tugs on them, causing her to trip to the grass below.

"Got your web!" Cinder then tugs on the webbing that's attached to her shoes to pull in Spider-Man towards her, performing a back flip kick to knock him to the air before kicking him back down to the ground.

"Hope you like coconut!" The Huntsman Avenger uses his webbing and attaches them to a couple of trees behind Cinder and pulls them down with all his might, causing them to trample onto the fiery woman. "Let me know how well they taste!" He asked while looking at the huge pile of coconut trees on top of Cinder.

With her power over flames, Cinder was able to burn away the trees with little stress. "Not bad. It actually tastes like victory." She quipped before charging at Spidey with her sword, only for the Spider to unleash his stingers from his forearm and blocks her attack, clashing with her blade repeatedly at lightning speed before powering up his great and godly Spider-Totem aura, surrounding himself in a azure flame before, in a flash, kicks Cinder right in the chest, sending the enemy of Remnant flying through a couple of trees behind her, and while she steadily gets up, a couple of coconuts fall onto her head.

"Victory looks very painful, don't it Cindy?" Spidey taunted her, visibly annoying her. "Want to take a break and drink up from that 'loser' juice while I stand right here, basking in the rays of triumph?" He continues taunting her, fully aware he's just asking for a beat down.

Cinder's eyes blare flames and unleashes a humongous fiery aura that causes Venom to sweat from his position. **_"Hey! Tone it down! You know we don't do well in the heat! Are you trying to barbecue us?"_** He asked his flaming friend.

The crimson warrior surrounds herself in the form of a crimson red phoenix bird, staring down at the tiny Spider-Man. "Me and my big mouth." He said to himself, regret taunting the short-tempered woman.

The Phoenix bird shoots out a bird wave of fire at Spider-Man, forcing him to web swing away to the ocean at top speed to avoid being a cooked Spider. "Alright little birdy. Come and follow the itsy bitsy Spi-." His spider-sense warns him of danger in front of him, with that danger being Cinder, without her Phoenix form but still surrounded in a blazing aura, appearing right in front of the hero. With little time to escape, Spidey is forced to take a powerful punch to the gut, actually causing him to cough out blood from behind his mask.

 ** _"_** ** _Oh that gotta hurt."_** Venom continues his insightful commentary from the sidelines before eating another handful of popcorn.

Cinder continues her assault on Spidey by repeatedly punching and kicking him all around his body at high speed before spin kicking him to the ground. "Had enough, loudmouth?" She taunted her down opponent.

"That's adorable, thinking I'm down for the count. You would make a great politician." Spidey joked before hopping back onto his two feet. He decides to use his signature Spider-Fu to overcome Cinder with his spider-speed and strength, but he was caught off-guard when she was able to counter his moves before being blasted away. "How did you-?"

"I've been watching your moves. Memorized them. I even been training with Venom recently to learn all your tricks since he and you are sort of the same." Cinder answered the Spider with a smirk on her face.

Venom laughs from the sidelines. **_"Yeah! Now nothing can stop her! Give it up, Parker!"_**

Despite being told to give up, Spidey continues to remain and look extremely confident. "Oh? You know all my moves huh? Let's see how long that'll help?" He asked before leaping back, jump high into the air, curling himself to a ball before firing two straight web stands to the ground beside Cinder. Thinking that he might come down for a ground pound on top of her, Cinder remains guard with a smile on her face, and just as Spider-Man pulls himself back down to the ground, he powers up his own crimson red, Great Weaver aura, and instead of ground pounding onto Cinder herself, he ground pounds the ground instead, with the impact from the foot-stomp causing a small earthquake and crater to erupt, launching Cinder high up to the air.

"What?!" Cinder shouts, wasn't expecting that attack from Peter. While in the air, she looks above and is surprised to see Spider-Man already in the sky, using his organic webbing, combined with his web-shooters to form a giant web hammer, slamming it right on top of Cinder, smacking her down with tremendous force.

"Time for the coup-d-grace!" Spidey said just as he lands back down onto the ground and powers up his azury blue Other aura. With his increased speed, he seemingly teleports right behind Cinder and performs an enhanced version of his Spider-Fu right onto her, performing various kicks and punches while rapidly switching between his Other aura and Great Weaver aura to maximize his two powers. "Come on, step it up!" Spidey taunted her, using his arms, and the aura-shaped spider-legs sprouting from his back, to turn himself into a human-spider tornado, repeatedly attacking Cinder before temporarily launching her to the air with a spinning kick. "Don't blink!" He said as he sees Cinder dropping back down, jumping up to the air and perform an axe kick and a couple more physical attacks. "Too slow!" He performs another spider-tornado as they drop down together. Just as Cinder was about to recover, Spidey powers up his right fist for one final attack. "YOU'RE FINISHED!" He unleashes a powerful wind attack from just his fist as it connects with Cinder, sending her flying again, repeatedly skipping on the ground like a pebble in the ocean before finally skidding on her back before stopping in place.

 **BGM End**

"Alright! Let's play again some other time!" Spidey said as he approaches Cinder, who managed to regain consciousness after that sensational beat down.

"Incredible…" Cinder said to herself in amazement from what she just experienced. "Your movements. They're nothing like how you usually fight."

"You can thank my Avengers training for that." Peter answered her as he helps her up from the ground. "Heroes like Captain Marvel, Thor, even Hulk have been helping me learn some new moves that utilize my spider powers to their fullest potential. Crazy, right?" He asked his rival.

"Y-Yeah…" Cinder replied, still with the look of amazement coated on her face.

Just then, Peter gets a message from his suit's built-in HUD. "Speaking of Avengers, I gotta go. Apparently Scorpio and the rest of his Zodiac crew are causing trouble somewhere at North Dakoda with the Zodiac Key, so we're needed to put them in their place like the crazed animals that they are." He materliazes his Extreme Gear, the Spider-Driver X, from his Webware and hops on board. "See ya!" He gives Cinder a two-finger salute before riding off back to New York to meet with the rest of the Avengers.

Cinder watches the Spider fly away, clenching onto her right arm in pain after being beaten again. **_"You alright, Cin?"_** Venom asked his friend as he approaches.

"I'm alright. Thanks." Cinder responded, staring at her right palm for a bit before clenching it. "I may have lost, but this battle did serve a purpose." She said. "I've learned more about my weaknesses and areas of improvement, but I fear I'm soon reaching my limits as a fighter."

 ** _"_** ** _Limits? Pfft. There's no such thing as 'limits', especially when it comes to power and strength. You just got to keep smashing through those limits until there is nothing but a bottomless pit of self-improvement."_** Venom giving Cinder some encouraging advice.

The one-eyed woman lets out a small smile towards Brock. "Thank you, Eddie."

 ** _"_** ** _Come on. While the Spider is away, and the rest of the gang is busy messing around in New Jersey, let's head back to New York and continue our daily hobby."_** Venom told her with a smile on his monstrous face.

"Yeah. Let's head back." Cinder agreed with the symbiote beast before they head back to New York City.

* * *

 **Manhattan**

In the ever-busy streets and alleyways of New York, a weak and defenseless woman is about to be mugged by a couple of crazed muggers that looks like they'll do more than just mugging.

"This ain't nothin' but chump change, lady!" One of them said.

"Maybe we'll hafta take our pay some _other_ way!" The second mugger said.

The third crook puts his hand over the scared woman's mouth before she could cry for help. "That scare ya? Good! We always like seein' _fear_ in our victim's eyes…" They all chuckled, not seeing the dark silhouette of a monstrous figure that looks like Spider-Man behind them.

 ** _"_** ** _What a coincidence! So do we!"_** The demonic figure shouted, causing all three crooks and the woman to look behind to see Venom and Cinder standing behind them, ready to fight. **_"Guess who? It's the Lethal Protector himself, Venom, and his crimson sidekick, Cinderella!"_**

"I told you before, I'm not your sidekick!" Cinder retorted back at Eddie.

 ** _"_** ** _But we've been doing this for weeks. I've been teaching the ropes on how to kick these low-lives' butts."_** Venom retorted.

"I don't need you to teach me how to beat up pathetic trash likes these guys." Cinder responded, crossing her arms.

 ** _"_** ** _Whatever."_** Venom said, before getting shot repeatedly by one of the mugger's gun, but thanks to his symbiote, Eddie didn't even felt them. **_"Hmm. Oh yeah! Guess we should start the carnage, and I'm not referring to our son."_** While Cinder easily dispatch two of the three muggers, Venom grabs the last dude by the throat, **_"You're despicable! You and ALL your kind!"_** The Lethal Protector slams the crook to a wall, still holding onto to his throat. **_"Preying on the defenseless, bringing nothing but misery! PAIN! DEATH! You make us sick!"_** He begins to use a part of his symbiote to send out small tendrils from his arm and into the guy's mouth, causing him to choke from the alien liquid and then die. **_"It's over! Now you'll do nothing but decay, running in rivulets of rot and corruption! Mingling with the rest of the filth in the sewers of-."_**

"Uh, Venom?"

Eddie turns around to meet Cinder as she points to the scared woman they just saved. **_"…Oh. Forgive us. We're being rude. Hi! We're Venom."_** He embarrassedly said, causing Cinder to pinch her nose and shake her head on how stupid he's being. **_"Here…"_** Eddie picks up the woman's purse and gives it to her. **_"You're safe now."_** He gives her a pat on the head. ** _"No, please, there's no need to thank us. Your joy is reward enough, and sends us leaping happily on our way."_** He said with a creepy laugh, wall-crawling up the wall with Cinder not far behind him. Just as the two "heroes" leave the vicinity, the woman they just saved starts crying and runs away screaming in terror.

* * *

 **One hour later…**

For the past hour, Venom and Cinder have worked together to help the people of Manhattan by ridding the streets of common thugs and crooks, with excessive force that would impress even the Punisher. After helping out the nice folk, the two decided to take a break on top of a tall building while looking out at the bright, sunny city.

"Yo Cin!" Eddie calls out to Cinder while holding two ice cream cones in his hands. He sits down on the edge of the rooftop beside her while giving her the ice cream he bought. "Got your favorite. It was on the house after we saved that old guy's shop, though he likes saying 'excelsior' a lot after every purchase." He said

Cinder chuckles, "Thanks." She said before taking a lick from her ice cream while Eddie does the same. "I'll admit, this 'hero' stuff isn't so bad. I doubt it's something I want to be in the long run, but I don't mind helping out the weak and innocent every once and a while." She admitted before taking another lick from her ice cream.

"Yeah, I agree…Protecting the innocent is satisfying indeed." Eddie said. "After all, we, and when I mean _we_ I mean myself and the symbiote, were innocent once…" His face then turns serious for a moment, along with his tone of voice. "Before that vile _Spider-Man_ shattered our lives."

"About that…" Cinder turns her head to Brock beside her. "What is your deal with Parker anyways? Why do you hate him so much?" She asked her friend, wanting to know why Eddie hates Peter so much to the point he accepted the symbiote to kill him.

Eddie looks away from her face, not in the mood to tell his sad story. "I…don't really feel like talking about it. My life's been nothing but emptiness and misery."

Cinder kindly puts her hand onto Eddie's, prompting him to turn around to face her again. "Come on, Eddie. Just tell me. I'm sure to understand." She said, with the face of someone actually concerned for their friend.

Eddie sighed, finally deciding to tell her his story. "…Alright." He turns his face to the blue sky as he begins telling his backstory. "Ever since we were kids, me and Pete have always been seen as friends. More like brothers you could say, especially after our parents died in the same plane accident when we were young. I had no one. I was always alone, but Pete always had his precious aunt and uncle beside him. Even still, I did my best to keep bullies like Flash Thompson off his back until I graduated and went to college. During my college days, I worked as a reporter for the Daily Bugle, always determined to get the big scoop. To help people in my own way. And people loved me for it, until Parker started to work for the Bugle as their photographer. _Always_ his pictures of Spider-Man, getting the attention of everyone ranging from J.J. to Urich on how he got such _first-class_ photos of that wall-crawling troublemaker, leaving me in his _accursed_ shadow once more." He said angrily as his ice cream starts to melt on his hand.

Cinder looks sadden and feels bad for Brock as he continues his story. "Soon, I got fired from the Bugle after my stories were proven false thanks to Parker and his alter-ego ruining me at the last second. My life was turned into total shambles. No one else would hire me, I was expelled from college, I had no money…The only thing I have left is…" The symbiote then starts to reveal itself and transform Brock into Venom. **_"This."_** He said, now as the vengeful Lethal Protector. **_"This alien from space that Parker rejected came to me, and we bonded because of our combined hatred for the webhead. It's the only thing I have. The only lifeform on this planet that sees me as a…friend. But lately, I feel my mind slipping away to this thing. I can feel myself losing control until I become nothing more but a monster. I guess, in the end, I will forever be alone and have no one truly by my side."_** He sadly finished explaining his backstory to Cinder, feeling very depressed and moody, a side of Brock that Cinder has never seen from him before, but fully understand and can somewhat connect with him.

"No…you're wrong." Cinder started speaking up, getting Brock's attention. "You're no monster. You are still you. Even with that suit controlling you, you're still trying your best protecting these people, despite what happened in your past." She then turns her head to Brock. "And you're not alone. You still have us. Mercury…Emerald…" She puts her hand over Venom's cheek, causing him to deform his head to reveal Eddie's real face. "Even me…" She said sincerely, closing in to his lips, surprisingly, and probably a first for her, genuinely kissing someone for a few short moments before embarrassedly retracting herself back, with red blushes forming on her cheeks. "I-I-I'm sorry. I don't know what came over me. I don't…I can't…"

 ** _"_** ** _I understand."_** Venom said, putting on back his symbiotic face as he stands up. **_"You could never love an uncontrollable monster like me. It might be safer if you don't get any closer to me."_** He said as he starts walking away from her.

"W-Wait! Eddie!" Cinder calls out to him, getting his attention. "I think I might know someone who can help you control the symbiote." She said.

Venom chuckled. **_"That's funny. Not even the smartest geniuses on this backwash planet knows how to control this suit, even Parker."_**

"But what if I said this person isn't from this planet?" Cinder said, getting Eddie even more intrigued as she shows him her inter-dimensional Webware device.

* * *

 **Remnant, Salem's Domain**

In her own, dark and demonic-looking realm, overseeing the forming of her ISO-Grimm through her window, Salem hears the sound of a portal opening up behind her, where she finds her mentee Cinder walking out from it with the portal still open.

"Cinder, it's been quite a while, my child. How are things doing happening on Earth? Are you enjoying your break?" Salem asked her, treating Cinder like a child.

"Y-Yes, your grace." Cinder slowly nodded to her superior.

"I can tell you didn't come here to chat. Tell me, what's on your mind?" Salem asked her subordinate.

"I, uh, we need your help solving a problem I believe only you could help solve." Cinder told her.

"We?" Salem puts her hand over her chin, wondering who Cinder is referring to.

And just at that moment, Venom walks out of the portal to meet with Salem, surprising her that the key to help fulfilling her goals just walked into her domain on its own. **_"Hehe, nice place. Kind of cozy actually."_** He said while taking a second to look at his surroundings before turning back to Salem in front of her. **_"Hello there! You must be that weird, old witch we met before? Solemn, was it?"_** He asked.

"It's Salem, Eddie." Cinder corrected him.

 ** _"_** ** _Oh right."_**

Seeing the prime symbiote right in front of her, Salem lets out a devious, small smirk that the two of them couldn't see before cupping her hands together. "Ahh, Edward Brock, if I recall. It is so nice to see you again, Mr. Brock. I must thank you again for playing a part in my rescue during that goblin crisis a few months ago."

 ** _"_** ** _Don't mention it, Auntie. It is our duty saving and protecting the innocent, after all. Then again, from what we heard, you're far from the innocent type, are you?"_** Venom said, well aware of Salem's true nature.

"Ignore what you've heard of me, Edward. So tell me, what is so important that requires the both of you here?" Salem asked both Cinder and Venom on why they are here, especially Venom.

* * *

 **10 minutes later…**

Venom and Cinder have just finished explaining Eddie's current situation with the symbiote to Salem while the three of them sit down in the conference room together. "I see…" Salem said after hearing about Venom and his symbiote. "So you believe that I might know of a way to help you perfect your control over the symbiote?" She asked Brock.

 ** _"_** ** _Well these Grimm things you keep around do feel very similar to us, so we're sure an old lady who lived as long as a cockroach should know a thing or two about 'control'."_** Venom said, disrespecting Salem at the same time.

"Eddie, be careful what you say in front of Salem." Cinder warned her friend.

"That's alright, Cinder." Salem said, causing Cinder to shut up and stay quiet. Salem then turns back to Brock. "But yes, I might know of a way to help you control that symbiote."

 ** _"_** ** _You do?"_**

"Of course. I am a woman of my word." Salem said with a smile. "The key is that the symbiote needs to be reborn into a new lifeform. Cleansing itself entirely to allow the host to have full control without harming the symbiote in the process."

"How, your grace?" Cinder asked her.

"Since the Grimm are much easier to control, I will fuse both it and the symbiote together with the power of the ISO-8 you so gracelessly found for me before your trip." Salem told her. "I will only need one sample of your suit to perform this procedure perfectly, and once this is over, I will grant you the ability to control your symbiote without any worry. I promise you that as thanks for saving me."

 ** _"_** ** _Hehe, yeah! And who said doing a little good wouldn't pay?"_** Venom asked with a smile on his face, showing his many teeth.

"But…in return, Edward, you must forever work for me and do whatever I bid you to do. Do we have a deal?" Salem proposed to Eddie, that if he accepts this offer, he must forever work for the evil witch of Remnant.

 ** _"_** ** _Yeah, yeah, whatever. The only thing we care about is gaining control over this suit and crushing Spider-Man with our newfound power."_** Venom agreed to Salem's terms.

"My sentiments exactly, Brock." Salem said with a smile, sharing his exact wish for the Spider's demise. Venom takes a good chunk of his symbiote off his suit and puts it on the table next to Salem. "Oh my. This is a little more than I needed but it'll do. If I were to guess, it might take me, at most, two weeks until the experiment is done."

 ** _"_** ** _Two weeks? Guess age is finally getting to ya, huh granny?"_** Venom joked about her getting old and slow in working.

"Eddie…" Cinder warns him again to keep quiet, but it would seem that Salem doesn't mind in the slightest.

Salem chuckles, as if she strangely found his joke funny. "Well, considering I'm currently low on men, and I'm dealing with an unknown alien lifeform from a different dimension all together, I need all the time I could get to study this creature before giving you perfect results."

 ** _"_** ** _Makes sense. Be careful with him. He can get very feisty when he's not fed every five minutes."_** Venom said as he and Cinder stands up from their chair, with Cinder opening up a portal in front of the two to head back to Earth.

"We'll see you later, your grace." Cinder formally bows to her master.

 ** _"_** ** _Don't do anything to my symbiote or you'll be asking for it, grandma!"_** Venom said, receiving a painful elbow thrust to his arm by Cinder as the two walk through the portal as it closes, leaving Salem alone with the piece of symbiote Venom left for her to examine and study.

The Grimm Master of Remnant lets out a creepy chuckle, knowing things are going so smoothly for her. "This has gotten a whole lot easier for me. Instead of finding a way to trick it, the symbiote has come to me on its own accord. I guess fate is on my side this day." She turns her viewpoint over to the symbiote in front of her. "Now it is time for you to join your new master and controller."

Salem gently thrust her right arm above the small pile of the symbiote goo, and in just a few moments, slowly but surely, the symbiote starts to attach itself to her arm, and before she knew it, the alien lifeform starts to completely bond with her being, and in just an instant, Salem finds herself looking a little different from her usual get-up. Her skin color and texture are still the same as it was before, as well as her eyes, but the design of her long rope has changed, now including a sinister-looking black-and-red color scheme, along with a prominent and scary looking white spider symbol on the center chest of her robe, with the spider motif's legs extending all the way to the spider on her back, kind of like Venom's spider symbol.

Salem takes a good, long moment to look at her new design and feel the power coursing through her veins now, letting out a good laugh after being pleased with the results. "Oh, this is much better than I could've imagined. Yes, much better!" She said, unleashing a powerful red-and-black aura around herself. "The power this symbiote possess is beyond my wildest dreams. I feel stronger. I see what it sees and has saw: Knowledge as old as time. Thousands of worlds. Millions of civilizations. All their secrets wrapped into me. And it would appear, I possess the memory and strength from all the symbiote's previous hosts, making me even stronger than the likes of both Spider-Man and Venom combined." She said, shooting out a web strand to a nearby wall. "This is much better than anything you could find here on Remnant." She said before another sinister chuckle.

She turns around and summons her ISO-8 into the air along with the pure energy form of a Grimm. "But this is only the beginning." She starts to fuse her own, new symbiotic energy and her Grimm energy towards the ISO-8, transforming the wonder material from space into a dark and sinister gem that matches her color scheme. "And with this…" She holds onto her new GS ISO-8, using its power to summon her Grimm to her front and instantly transform them into symbiotic versions of themselves. "No one can stop me. Stop US, for what Earth's about to face, then I'm coming for you, Ozpin. If only you could see me now, Ozpin. How far I've come from our tiresome feud. With the power of the ISO-8 and the symbiotes fueling me and my Grimm, I am more dangerous than any relic in existence. Will you even be able to conceptualize what I've become when I come for you after Earth is mine, I wonder?" She lets out a chuckle. "We shall see."

* * *

 **Two weeks later at New York**

In the middle of a dark alleyway, Venom, Emerald, and Mercury are waiting patiently for Cinder to arrive back with Salem and her successful experiment with the symbiote.

"How long is it taking them?" Mercury asked the two, starting to get impatient.

"She literary just left. Be patient." Emerald told her partner.

"Ugh, fine." Mercury rolls her eyes before crossing his arms while leaning next to the brick wall with Venom.

After about a second, Venom senses his symbiote now about to enter this world's plane of existence. The three of them then see a portal open up beside them, and out from it comes Cinder and the brand new Salem, leaving Emerald and Mercury in awe of her new look and imposing presence.

"So this is Earth? Hmph. It looks just as primitive as Remnant." Salem said while taking a quick look around her new surroundings.

 ** _"_** ** _You can upload a review later. So granny, tell me, did you find a way for me to completely control my symbiote? Judging from your new duds that I so kindly lent you, we're guessing it's a success?"_** Venom asked her, having already endure two, painful weeks of waiting for this day to come.

"Why, yes, indeed Edward. Allow you to introduce you in the next step in symbiote evolution." Using her powers, Salem summons a symbiotic version of a Beowolf, looking a lot more monstrous and spiky than before. "This is what I call a 'Symbiote Grimm', now possessed by a Grimm Symbiote, or 'G-Symbiote' for short. The powers of both a Grimm and the symbiote flows through this one now. Boosting your resistances to Sonics and heat exponentially, almost making you immune to them."

 ** _"_** ** _We don't care about the details. We want to know if it works."_** Venom told her.

"Feed on it and find out yourself." Salem said with a devious smile, taking a step back to give room for both Venom and the Symbiote Beowolf.

 **BGM-Ultimate Spider-Man OST-Final Cinematic**

Wasting no time, Venom starts to unleash his tentacles onto the Grimm and consume it a whole, making Emerald visibly sick after seeing him devour an entire creature of Grimm with little regret. **_"GROOOOOOAAAAAHHH!"_** Venom roared out like a monster, crouching down onto the ground while feeling a great pain and change happening within his body, then slowly starts to laugh very creepily that disturbs everyone but Salem, who watches his change with great delight. **_"Ahhh, yes…YES…"_** Venom said, sounding a little deeper and a little more unrecognizable from his usual voice.

"Eddie…Eddie, what's going on? Are you okay?" Cinder asked him.

 ** _"_** ** _We have absolute…total…CONTROL!"_** Venom finished, now his symbiote design looking a little more different from before, a little more monstrous, along with the white spider symbol looking a little more ferocious, and bursting out a dark black aura surrounding his body (Venom's new design is inspired by his "Web of Shadows" design now).

 _"_ _W-We?"_ Cinder said in her mind, wondering why Eddie still insist on saying 'we' when he should have full control over the symbiote. She and the others then see Venom starting walking away from the group. "Eddie, where are you going?" She asked him.

 ** _"_** ** _We have a score to settlllle…"_** He said, not even bothering to turn his back to Cinder.

"Oh, and what would that be, Venom?" Salem asked him with a smile on her face.

Venom finally decided to turn his face back to Salem and the others. **_"Where do you figure…the Spider is hiding out at the moment?"_** He asked them with his grinning teeth, as the time has finally come for him to take Spider-Man's life once and for all with his new, and seemingly controlled power.

 **BGM End**

* * *

 **BGM- Spider-Man: The Animated Series OST (1994)- Ending Theme**

 **Spider-Man: Sup, I'm Spider-Man. Oh just my usual luck. Here am I hanging out with Mary Jane until all of sudden Venom likes to appear out of nowhere like the unwanted nuisance that he is. And hey, is it just me or is Venom a lot stronger than he usually is? His power is off the charts and I can't seem to find any weak points. He's killing me! What in the world can I do now?**

 **Next time on Spider-Man and Cinder: Flaming Web of Light and Shadow**

 ** _Return of Black-Suited Spidey_**

 **Cinder: The symbiote reproduced…and has merged with Spider-Man?**

* * *

 **KFX here: If you're wondering about Eddie's backstory in this story, it's basically a blend of his 616-incarnation with his Spectacular Spider-Man/Ultimate Spider-Man (Comics) incarnation, since I'm sure there are fans of those two series as well. Now we really begin the Web of Shadows adaptation next issue, with the return of Black-Suited Spider-Man. Stay tuned.**


	3. Issue 2: Return of Black-Suited Spidey

_Issue 2: Return of Black-Suited Spidey_

 **Manhattan**

In the beautiful morning that has enveloped New York, Peter Parker is seen peacefully walking on the sidewalk while talking to his friend/former lover, Mary Jane Watson beside him, not having to worry about any crime, school or Avengers missions at the moment.

"It's been a while since we last walked through the city together, hasn't it Pete?" Mary Jane asked Peter.

Peter shamefully put on his hand behind his head and starts scratching it with embarrassment. "Yeah it has. Sorry. Been really busy lately regarding my minimum-waged job at the Bugle, and you know my life as the Avenging Webhead." He said.

MJ chuckles while letting out a warm smile. "I could tell from the increased sound of your snores during class lately."

The hidden vigilante simply shrugged from her response. "That's what I get for forgetting to set my alarm after an all-night patrol with Hawkeye and his 'wondrous' tips on how much better he is than me. Thankfully I paid him back by webbing up his quiver to his back for a couple of hours, which led to a little race downtown, somehow getting the attention of a few dozen Hydra goons, and yeah it was a total mess that night."

"That's nice to hear." MJ replied before reaching out to her purse, taking out a small black box.

"What's that?" Peter asked her, curious on what's she holding.

"It's your present, tiger." She replied with a smile on her face.

"Present? MJ, you know my birthday isn't until August."

"Then think of this as an early birthday present from me after working so hard in protecting this city." MJ said.

"Aww, thanks MJ. I'll promise to get you something for your birthday too." Peter said.

"Assuming you remember this time, or not make any excuses." MJ said with a serious face, turning to her front and walking ahead of Peter.

"I told you before. A wendigo ate it. That's the truth." Peter said, running to catch up with her.

As the nerdy, and handsome brunette catch up to MJ, his spider-sense goes off through the roof. "What the-?!" As he turns around, noticing dozens of people running the opposite direction as he does, he sees a giant, thrown firetruck coming towards him and Mary Jane. "Look out!" He grabs MJ and leaps away, just mere seconds before the truck collided and caught them in the resulting explosion.

 **BGM-Spider-Man: Web of Shadows OST-Protect the Innocent**

"Who in the right mind would throw a firetruck in the middle of the city THIS early in the morning?!" Mary Jane asked while Peter mentally puts on his ISO-Unstable Molecule suit he received from Reed Richards.

 ** _"_** ** _OUR minds have already taken that position?"_**

Spidey and MJ turn around to their front to see Venom leaping over to them with his slightly altered and beefier look. **_"But we can do so much more than throw a firetruck."_**

"Venom?!" Spidey asked to make sure this is the same Venom he's always known, since his costume and voice are little different from normal.

 ** _"_** ** _Long time no see, Parker. Have you missed us since our last encounter?"_** Venom asked his most hated enemy.

"Not remotely." Spidey replied.

 ** _"_** ** _Awww, that's too bad, because we've certainly missed you!"_** Venom unleashes his tentacles from his fingertips to attack Spidey, but the Avenging web-slinger easily blocks them with an on-the-spot web shield.

"MJ! Run! Get to a safe place!" Spidey instructed her, worried for her safety.

"Uh-huh! Running now!" MJ said as she runs to the nearest hiding spot.

Near the site of the battle, Salem has used the ISO-8 she has in her possession to teleport herself and Cinder's team to a rooftop so they could watch the battle between the Spider and Venom. "Now we have a front row seat on the demise of Spider-Man. Don't fail us, Venom." Salem said while looking down to the already devastated streets below.

"Eddie…" Cinder silently said to herself, sounding a bit worried for Brock judging from her tone of voice.

The two, intense spider-like warriors go head-to-head on the streets of Manhattan, clashing fist and webbing with neither one giving up or leaving the other to catch a break. "Okay Venom, what's the deal this time?" Spidey asked while repeatedly roundhouse kicking Venom, who blocks every strike with just his sturdy symbiotic arms. The amazing webhead then attaches a web-line onto Brock's face, blinding him. "Trying to kill me? We've seen you fail the last 500 times we've fought." Parker said, vaulting over Venom while holding onto his webbing to his face, tossing him over and smacking him to the ground, but that leaves little effect on the symbiote monster.

 ** _"_** ** _This time it'll be different."_** Venom declared, sending out an explosion of his tendrils from his chest straight at the Spider, who barely managed to roll out of the way before getting caught in the destruction of a small building behind him.

"You said that the last 499 times we've fought!" Spidey retorted, striking a web line at Venom so he reels himself towards him with his web-hammer, smacking himself across the street while MJ watches from her hiding spot behind Peter. "Come on, Brock. Give it a rest. Can't you do something else worthwhile in your life that doesn't involve killing me, like maybe go out, find a girlfriend, go on a date? Aren't you dating Cinder yet or are you too embarrassed to express your feelings?" He teased Venom.

 ** _"_** ** _We have more important things to take care than answer your silly questions."_** Venom said, shooting a strong web line right next to Spidey so he could grab a stationary car and fling it at his nemesis and sending him to a nearby shop wall. **_"We grow tired of this game we keep playing, Spider. It is time we switch to something else."_** He said as he slowly, and creepily walks over to Peter.

"Boy, me too." Spidey lightly responded, kicking away the car that was thrown at him with ease. "How about we play the game where I kick your sorry butt and we all live happily ever after? You game?"

 ** _"_** ** _No…"_** Venom gleefully stomped his right foot through the ground, causing symbiote tentacles to suddenly rise below from where Spidey is standing at.

Luckily, Spidey was quick enough to jump straight into the air to avoid being smacked around like a spider idiot. "Ha ha, you missed-!" Spidey stops his taunting when he hears a roaring Venom appear out of nowhere above him in the air, cupping his hands together and destructively smack Peter back to the streets below. "Ugh…Keep on forgetting he's pretty fast for a big guy." Peter said, holding onto his head and shaking the pain away. He regained his composure just in time to dodge a heavy ground pound from Venom, leaving a small crater from the impact. "Is that all you got, Venom? I'm barely trying here!" He taunted the alien monster.

 ** _"_** ** _Hehe, don't worry, we will end this petty feud soon enough. We have other places to be at the moment."_** Venom replied.

"Like what? Is Walmart having another 70% off sale today?" Spidey joked.

 ** _"_** ** _Once we're done with you, we will go after your loved ones and make them suffer, just like how you, the guilty one, has made us to suffer and ruined our lives for so long."_** Venom replied.

"Okay, that's where you've crossed the line. You can hurt and call me 'guilty' as much as you want, but don't you DARE go after the ones who are innocent in this fight of ours! Aren't you the one who've SWORN to protect the innocent? Isn't that why you've been playing hero for the past few weeks now?" Spidey asked Brock.

 ** _"_** ** _We don't protect those that see you as some sort of 'great hero'. We will cleanse this city of this disease you spread permanently."_**

"Brock, this isn't like you at all. That's the symbiote talking. Just like I keep telling you, that alien is controlling your mind and has rewired your thinking. Fight it, Eddie!" Spider-Man pleads to his enemy/friend to get rid of the symbiote, even after all the times Venom has repeatedly ignored his pleads, and today is no exception.

 ** _"_** ** _Hehehahaha. Our minds have never been so pure, Spider. We can think more clearly now. We're more focused on our goals. And our goal now is to exterminate you like the itsy bitsy bug that you are."_** Venom responded, again ignoring Peter's pleads to remove the symbiote.

"Then we're done talking." Spidey said with a serious face. Using his advanced web-shooters, he unleashes a special web cartridge that ejects a highly combustive chemical solvent from the ports and directs it at Venom ahead of him. "Eat flame webbing, you two-legged Heresy's bar!" He said directly at Venom, who tanks the flame webbing head on and comes out unscathed and smiling. "THAT'S…not supposed to happen." He said, shocked that the flame webbing didn't hurt him since fire is one of the symbiote's main weaknesses.

The walking symbiote goo transforms his arm to an axe and tries to cut Peter's head off, but thankfully the acrobatic web-slinger ducked and jumped from each slice before back-flipping a couple feet back to give himself space between Venom for another attack. "Alright, if I can't make your skin melt, I guess I'll just give you an ear rape!" Spidey said, shooting out small spider-shaped discs from his web-shooters and to the ground next to and onto Venom, unleashing a high sound frequency that should scare the symbiote right off Brock, but just like with the flame webbing, it leaves little effect on the unstoppable monster. _"Not even my Sonic-Disruptors would work? What's going on? Did Venom developed some sort of immunity against Sonics and fire now? How did that happen?"_ Spidey asked himself in thought, now even more surprised than ever.

 **BGM End**

From the rooftop above the battlefield, Salem chuckles to herself in delight on how Venom is slowly overpowering Spider-Man with his new abilities and strengths. "The Spider is starting to look confused. He has only seen a fraction of the true power of my G-Symbiotes." She thrusts her hand outward. "Go Venom. Show the bug and this city the full extent of our power."

 ** _"_** ** _Yeeees, we will."_** Venom whispered to himself so Spider-Man couldn't hear what he's saying. The mad and crazy Venom stands up straight and gets into a powering up stance. After a second later, an eerily and unnerving dark/purple aura starts to leak out of Venom's body as he begins to power up.

"Oh what is he doing now? Taking a dump in the middle of the street?" Spidey jokingly asked, having no idea of the danger he's about to face in just a moment since his spider-sense doesn't work on symbiotes.

 **BGM-Dragon Ball Xenoverse 2 OST-Villainous Boss Battle Theme**

 ** _"_** ** _GRRROOOOOOOHHHHHH!"_** Venom releases a powerful roar to the sky, accompanying him is a monstrous burst of dark and purple energy surrounding himself and blows away Spider-Man and the hiding Mary Jane, giving the monster a menacingly looking double aura of black and purple, fitting for a monster like Venom **.**

"Venom has an aura?!" MJ asked from her hiding spot, bewildered by this reveal.

"How did he unlock his? Symbiote Steroids?" Spider-Man asked with a joke. He sees Venom, surrounded by his new aura, giving him a monstrous, teethful grin. "Let me guess? Cinder unlocked yours, didn't she? Aww. That's so sweet of her. And you're paying her back by bringing back my corpse. You're such a good boyfriend. That is, of course, if you two are dating? Are you, because I have no idea what she sees in you that I can't see." Peter rambled, visibly angering Cinder from the rooftop above them.

 ** _"_** ** _She has…little involvement…on how far we have grown. Allow us to show you our newly, enhanced strength that could terrify even the gods themselves."_** Venom proclaimed to the jokingly web-headed fool in front of him.

"I'll be the judge of that, goo-man." Spidey said, still not scared and acting bravely against this enhanced Venom. He fires a web line of his organic webbing at the symbiote monster, but Venom quickly moves out of the way of its trajectory at blinding speed that was hard for Mary Jane to keep up with. "Faster than a speeding web line. Who am I dealing with?" Spidey asked himself before receiving an elbow to the chest by Brock, sending him smack dab to a light post, followed by Venom shooting a strong web-line to his feet and repeatedly toss and swing Peter to the ground and walls, crashing into every glass window he gets smacked too.

"Woah, what intense power." Emerald said, amazed at Venom's new power to the point she's sweating a bit.

"Yeah, no kidding. This is Venom's aura?" Mercury asked as he too sweats in fear of Venom.

"But of course." Salem answered her two subordinates with an intimidating smile before turning back to the battle below them, watching Spidey have a hard time fighting against this new Venom. "Unlike a regular Grimm, the symbiote is a unique living organism that possess a soul, so it is possible for it to unlock an aura. With its aura unlocked, not only does it activate the latent aura of its current host, but it also draws power from its previous other hosts that it has bonded over throughout the cosmos through an invisible link, who has or hasn't unlocked their auras yet. And since Spider-Man was one of the THOUSANDS of hosts the symbiote has bonded with, Venom now has his own, corrupt version of the Spider's godlike, double aura, amplified to new heights thanks to the ISO-8, effectively turning him to a whole new person with that amount of power." The Dark Witch of Remnant explained to her three subordinates, leaving them speechless on how powerful Venom, and more specifically the symbiote, has and can become.

Back to the street battle between Spider-Man and his doubled aura opponent, Peter throws every punch, kick, and webbing he has at his disposal towards Venom, only for him to easily brush through them and laugh at his expense, smacking Peter to a nearby wall with a giant, symbiote fist attack, leaving the Spider temporarily stuck onto the wall.

"Venom's power…has completely eclipsed my own. That or his odor." Spidey joked as he breaks free from the crater wall he left from the impact and lands back down to the ground. "Guess it's time I start getting serious too." He said, charging up and releasing his crimson, Great Weaver aura, giving him a massive increase in power thanks to his position as the Avatar of the Sacred Great Weaver, and connection to the Web of Life and Destiny.

"Here I come, Brock!" He dashes over to Venom, unleashing a heavy barrage of coordinated punches and kicks, getting a good, few licks on Venom until he pounds him to the ground with his own, superior and devastating strength. "That could've gone better." He said, flipping away before Venom could crush him again to perform another trick. "Okay, if I can't overpower you, how about I just out-speed you!?" Peter said to Brock, switching from his Great Weaver aura to his Other aura, representing himself as the receptacle of the Other, the Great Spider-Totem God, also known as Ero, surrounding himself in a godly and sparking blue aura. "Let's see if you can up with me now?" Spidey asked, acting all cocky towards his opponent before disappearing with the wind.

With his Other aura focused on speed and agility, Spider-Man blitz around the street he is fighting in at lightning speed, leaving multiple afterimages to distract and confuse Venom. "Hey, hey! Come on! Come on!" The blitzing wall-crawler taunts Venom while moving around at the speed of sound.

 ** _"_** ** _Pathetic Spider, have you forgotten? We are like you in EVERY way. Surpassing you in all aspects, including your precious speed."_** Venom said, using his own, blinding speed to catch up with Spider-Man and punches him square in the face so hard he knocks him out of his Other aura.

Weak but stubborn to quick, Spidey quickly gets back up on his two feet to continue fighting. "Looks like I only have one option left. Time to use my own two-aura awesome power." He said to himself, bursting out a blazing crimson red and calming blue auras, both surrounding Peter in the same, similar style to Brock's. "And…GO!" He immediately charges at Brock, gives him a strong, right hook, only for Brock to quickly catch it with one hand. "Oh no you're not!" He sweep kicks Eddie's legs and kicks him in the chest before getting into a crouching position. "Take this: Kaiser Crawler Assault!" He delivers his signature Crawler Assault move onto Venom, firing off a barrage of flurry punches to Brock, but surprisingly, and terrifying for Peter, he blocked all of his punches and comes out of the assault with little injury. "What'll take for you to say 'I give up' and walk home? I have other things to take care of this morning, you know." Spidey quipped.

 ** _"_** ** _We don't care."_** Venom responded before turning himself in a giant, moving mouth that comes right at Spidey, throwing him forward to the air and binds Peter in a giant web, giving Eddie enough time to jump and smack Peter to the ground before he ground pounds the hero with his weight.

At this point, a squadron of police cars have arrived to the scene to stop Venom from causing any more damage to the city. One of the police takes out their guns and points it at Venom's back. "Freeze! Put your hands in the air and step away from Spider-Man! Any attempt to do the opposite and you'll receive a buckload of bullets to your back!" He said, standing beside his fellow officers.

"I think they're talking to you…" The weakened Spidey said to Venom from the ground.

 ** _"_** ** _We surrender!"_** Venom said, putting his hands in the air, but that was only an act for his finger tentacles to fly up and carve back down at the officers, striking them down while using the tentacles from his back to grab a couple of the police cars and lift them to the air along with himself.

 **BGM End**

Putting her own life on the line, Mary Jane runs from her hiding spot to go help out Peter. "C'mon, tiger. This isn't the time to be napping." She said, helping Spidey up to his feet.

"But I was just having this awesome dream…" Peter joked while laying on MJ's shoulder.

MJ helps walk Spidey to a place so he can rest, but Venom sees this and plans to intervene with their escape. **_"Oh, you are not getting away from this time, Spider."_** He throws one of the police cars he has wrapped with his tentacles at MJ and Peter, almost getting a direct hit on them, resulting an explosion that separates the two, leaving them extremely weak and barely able to move.

"Ugh…no…" Peter said while laying weak on the ground. He turns to MJ behind him, who is laying down on the ground, weakened as well. "Mary Jane…" He reaches out to her.

"Peter…" She said, trying to reach out to him only to fall unconscious.

Peter summons all his strength to get back up to check on MJ but finds little power he has left in reserve and could barely move. He then sees Venom walk up and tower over his pathetic state. **_"Parker…"_** He said while looking close down to Peter.

"Venom…" Peter said before receiving a foot stomp to the face.

From the rooftop above, Salem is enjoying the fight as it reaches its climax, with her pawns, including Cinder, watch in horror and are speechless on how merciless Venom is, acting completely different to his usual behavior over the weeks they've been together.

"It is done. The Spider is finished. Now get rid of him once and for all, Venom, so this world and Remnant will think twice if they dare challenge me." Salem said, clenching her fist to express her statement.

Venom lifts up the beaten Spider by his skull with one hand into the air, using the other to try and crush it. **_"We're feeling hungry."_** He said before licking his gigantic, monstrous teeth with his long tongue.

"No…Eddie…" Spidey tries to plead to Eddie to show remorse and stop him from doing something he may regret, but his words are left on deaf ears, as Venom is ready to chomp his head right off his skeleton.

Just as Venom opens his big mouth and gets ready to eat Peter's brain, something strange and mysterious happens to his body, confusing both Venom and Salem from above, **_"Wha…?"_** Fragments of Venom's symbiote unwillingly starts to detach themselves from the body and starts bonding with Spider-Man, with every passing second the fragments start to bond faster and faster with Spider-Man before Venom could do anything to stop it. **_"No! No! No! NOOOO!"_** Venom tries to regain part of his symbiote, but with a powerful scream from Spider-Man, he lost his grip onto the webhead as he bounces off the monster while the symbiote starts to take over Peter's costume, just like the first time he wore the symbiote.

After a second of twirling in the air, Spider-Man perfectly lands right across Venom with one hand on the ground as his costume begins to change. "Venom…Get ready for a world of PAIN!" He said with his new stern look from his reformed and sleek black suit, giving himself a scary double aura of black and purple.

Venom, Salem, Cinder and the rest of the team are absolutely shocked and speechless that somehow, someway, Spider-Man managed to absorb part of the G-Symbiote from Venom and used it to give himself back his iconic black suit, along with all of its enhancements and special abilities.

 **BGM-Spider-Man: Web of Shadows OST- Symbiote Boss**

With his new strength, Spider-Man lifts up a deserted car like it weighs as much as paper and throws it at Venom, who was still stunned by his transformation to dodge it in time, gets caught in the collision and explosion. The beefy symbiote behemoth fires off his tendrils to whip at the Spider, but the black-suited hero easily grabs them and pulls Venom in for a powerful uppercut to the jaw, launching the monster to the air before getting slammed down with the use of his tendril-webbing.

Venom growls in anger, trying to process what is happening at the moment. **_"What is going on? How did he do that?"_** He asked himself, wondering how Spider-Man managed to absorb his symbiote into himself. The silent, but deadly Black-Suited Spider-Man runs up to Venom, releasing a disastrous punch to his face, knocking him to the ground, leaving a giant crater from the impact. Injured, and even more annoyed, Venom holds onto his head in pain as he gets up from the crater, lets out a monstrous roar at Spider-Man before leaping to a nearby wall, roaring at Spider-Man yet again before being bombarded by more thrown cars from Peter.

"The symbiote…It attach itself to Spider-Man. How?" Cinder asked Salem, who almost looks as confused as she is, clearly wasn't expecting this kind of result from her G-Symbiote.

Salem quickly regains her usual and collected composure before answering Cinder's question. "This wasn't something I expected the G-Symbiote to do. It might have to do with the fact the Spider was one of its previous hosts and sensed their high link ratio when they were once together. Spider-Man must have unconsciously rip a part of the symbiote back to himself, causing him to bond with my G-Symbiote with such ease as if it were the original symbiote." She guessed to the best of her ability.

"But can you, like, control him or something, because Venom's getting wrecked down there if this keeps up." Mercury said, pointing back down to the battle, with Venom now on the losing end of the fight against the new-and-improved Spider-Man.

"No. I can't seem to control his actions…" Salem answered before revealing a scheming smile. "At least, not for the moment." She said, getting the other three's attention, wondering what she's talking about. "Even though it wasn't my original intention, having a powerful warrior like Spider-Man soon under my rule will definitely make taking over both worlds less of a chore. I've actually managed to pull off what Osborn failed at for so many years: Having absolute control over his prize creation, at least soon I will be. It is only a matter of time and patience." She said before they all focus back on the battle, which is truly reaching its climax as Spider-Man has completely dominated the fight between him and Venom.

The symbiote menace kneels down on the ground, looking like he's ready to give up, but knowing Venom, he won't go down that easy, at least not until he makes the Spider suffer first. **_"You dared to take the Other from me…"_** He opens his monstrous mouth to reveal his human mouth from inside so he could look terrifying and creepy, **_"I will take the girl from you."_** He gets up from the ground and starts walking over to Mary Jane's direction just as they hear the paramedics on their way.

To protect Mary Jane from any more harm, Spider-Man unleashes two tendrils from both his hands and grabs two cars from each side, throwing them at Venom which causes a huge explosion that sends him smack dab to a wall before falling down to the ground on his backside as the Black-Suited Spidey angrily walks over to his defeated state. "Brock…Look at me when I talk to you!" The angry Spider-Man said to the beaten Venom, who looks like he couldn't move or escape.

 **BGM End**

"Peter…" MJ regains consciousness and calls out to Peter.

Spidey turns around and heads towards her to check on her. "Mary Jane…" He deforms his black suit to give back his regular red-and-blue costume, "Thank god." He turns around again to find Venom has somehow escaped, leaving no sign of his retreat anywhere since he can camouflage and is invisible to Peter's spider-sense.

Even though Venom is a problem that has to be dealt with as soon as possible, Spider-Man has more important matters at hand, such as checking on the well-being of his redheaded friend as the paramedics put her on a strolling bed. "Is she okay?" Spidey asked the paramedics.

"Here's your early birthday present." MJ gives the small, black box gift to Peter, who generously accepts. "That loud noise…My ears…My head…"

"Everything's fine." Peter said to her.

"Let's go." One of the paramedics said as they stroll MJ to the car.

"You're gonna be fine. I love my present!" Spidey said before looking and sounding depressed. "I love my present..." He then looks all around his costume, putting his arms up as he changes back into his black suit. "But what has…" He deforms back into his regular costume. Spidey sighed, "I'll deal with this mess later. For now, I need to accompany MJ to the hospital in case Venom strikes again." He said, looking to his side as the ambulance starts to ride away from the battle, with Spider-Man chasing after them a few seconds later via web-swinging.

Salem and the others watch as Spider-Man leaves with his new G-Symbiote suit. "Well that could've gone better." Mercury spoke up to lighten the mood up a bit. The team then sees Venom turn off his camouflage in front of them, beaten and weak from the battle.

 ** _"_** ** _We're sorry. We failed to kill the Spider, even with our new power."_** Venom apologized to Salem for failing to crush Spider-Man.

"It's alright, Venom. I think none of us were expecting Spider-Man to perform what he just did today." Salem said, surprisingly forgiving Venom for his failure.

 ** _"_** ** _It's strange."_** Venom said.

"What's strange?" Emerald asked their symbiote ally.

 ** _"_** ** _We can't explain it, but even though the Spider took a piece of us away, we are much stronger than we were before."_** Venom replied to her question as his body starts to form spikes on some parts of his body, as well as bony protrusions.

"I'm guessing that means that your brief, direct contact with the Spider somehow unlocked your Semblance for you. And I must say, it is a _wondrous_ Semblance I may say." Salem discreetly said to Venom with a secretive smile and glowing, red eyes.

 ** _"_** ** _Are you thinking what we're thinking?"_** Venom asked her with his creepy smile and glowing, yellow eyes.

"Indeed." Salem replied, as since she and Venom share the same symbiote, they are part of some 'hive mind' and can read each other's thoughts.

"Wait, what's going on? What are you planning, Salem?" Cinder asked her boss, wanting to know what she and Venom has plan for involving Venom's awakened Semblance.

"The next phase of my plan will begin shortly. I will meet you soon, Venom." Salem subtly answered Cinder's question before using her GS ISO-8 to teleport away from the area, leaving the poor, crimson woman even more confused on her change in behavior, as she never left without giving a hint of her next goal to her.

She then sees Venom is about to leave her but stops him, "Eddie, what is going on? Where are you going? What are you and Salem planning without telling us first?" She asked him questions that seem to have fell on deaf ears. "ANSWER ME!" She angrily shouts at his backside with her eyes flaring in rage.

 ** _"…_** ** _Eddie?"_** Venom turns his head to Cinder behind her while also showing his creepy smile, **_"We're afraid you're talking to the wrong person."_** He said, slightly worrying Cinder that something is very wrong with Eddie, as he is clearly not acting like himself. **_"You kids…go back and enjoy your vacation…"_** He then chuckles a bit. **_"For as much as you can."_** He said with a laugh before turning intangible, blending in with his environment so Cinder and her small team can't pinpoint his location.

"Ugh, Cinder, what just happened?" Emerald asked her leader, who is looking very worried and a bit pale.

"I think…I just made a big mistake." Cinder answered her, looking visibly horrified that her actions to help Eddie control his symbiote might have made things for the worse for everyone in New York, and possibly the entire world of Earth and Remnant.

* * *

 **BGM- Spider-Man: The Animated Series OST (1994)- Ending Theme**

 **Spider-Man: Sup, I'm Spider-Man. While I would love and track down Venom and Cinder on why I have this black suit again that wants to take over my life like before, I have to deal with a gang war that's wrecking Harlem. Lucky for me, my man Luke Cage is already on the case to help me take down these punks. Sorry guys, but Harlem isn't your personal playground to kill each other. That's what sleepovers and pillow fights are for.**

 **Next time on Spider-Man and Cinder: Flaming Web of Light and Shadow-**

 ** _Gang War_**

 **Cinder: I have to find out what Venom and Salem are planning, because something tells me it ain't good for any of us.**

* * *

 **KFX here: So for the next couple of chapters, Spider-Man and Cinder will be doing their own thing until they team up: Spider-Man dealing with his normal, everyday life as a crime-fighter, now with the power of the black suit, while Cinder and her team try to uncover Venom's and Salem's plan with the symbiotes. Some chapters might be short, some might be long. Some might focus on just Spidey or Cinder; some might focus on both.**

 **And also to answer some questions from the review page: There will be NO Spider-Man/DBZ crossover. I don't have plans on a Sonic and RWBY crossover adapting Sonic Chronicles: The Dark Brotherhood. And NO, Peter and Yang are NOT getting married, they are still teens in this series if you haven't noticed. Why would you even think about them married when both of them aren't 18 yet? That's dumb, I'm serious.**


	4. Issue 3: Gang War

_Issue 3: Gang War_

 **Manhattan**

After his intense battle against Venom, in which during the fight he regained his black suit, Spider-Man follows an ambulance that's carrying his friend Mary Jane to the hospital after getting caught in the crossfire.

Spidey sighed while looking a little depressed as he web swings, "As usual in my miserable life as Spider-Man, my friends and loved ones are caught, once again, in-between my battles against foes that are too much for them. Poor MJ. Thankfully she didn't seem too banged up. Still…" Peter looks at his open hand, mentally turning it black with his symbiote suit. "How in the world did I regain the black suit, and what was up with Venom? He seemed a little different than usual, not to mention his power was off the charts. And from what I've learned, it seems that Cinder barely has any involvement in his massive power up. Wish I had their cell number and just call them on the situation. Wouldn't that make my life easier. Hmm. What do you think, Ero?" He asked his own Other, the Great Spider-Totem God, who is also using Peter as his host, but unlike the symbiote, he and Peter actually cooperate as one and work together to save lives.

A blue, astral form of Ero, taking a humanoid appearance made up of tiny Ero spiders, flies right next to Spidey as he continues following the ambulance. _"While I can't answer how Venom became so strong, I can answer that something about your symbiote is a little different than the last time you wore it."_ The Spider-God said to Peter.

"How different?" Peter asked him.

 _"_ _It's hard to say. Symbiotes are one of the most abnormal and dangerous species in the entire known universe, with the Venom symbiote possessing the greatest threat to all life in existence. Even the smartest of cosmics minds can't begin comprehend their power and control."_ Ero explained to Peter.

"Yeah. I remember the Guardians of the Galaxy once telling me that even Thanos himself couldn't figure out a way to control these things. So how come I'm still myself, at least for now I am?" Spidey asked his Other.

 _"_ _Two things: One, your previous exposure with the Venom symbiote is helping you retain some command over the black suit. And two, I am using all of my power to keep it from completely taking over both our minds, which means you won't be able to gain access to my or your Great Weaver special powers for the time being."_

"Great, now I'm 50% less amazing." Spidey said, a little disappointed that he can't access his godly spider powers, especially if he has to fight Venom again.

 _"_ _But, there is an alternative source of power in the form of your black suit, granting you even greater strength than both your auras, but remember that power is too corrupt and feeds off your negative emotions, possibly changing you forever."_

"I kind of figured that out back when I kept questioning myself why I'm covered in mud while I was asleep, or why I felt so tired." Peter said, remembering how when he first used the black suit, the symbiote would go out on its own to solve crime while wearing a sleeping Peter as it does so.

 _"_ _Even with my power and our connection to the Great Web, the symbiote's influences is too strong and grows stronger, manipulating you in and out of the black suit to perform some 'uncharacteristic' moral choices that you normally wouldn't do as a hero."_

"Don't have to tell me twice."

 _"_ _Be careful, Peter. I fear there is more to this altered symbiote than meets the eye. Who knows what happened to Brock that helped him gain access to such a demonic and corrupt power?"_ Ero asked Peter, warning him about his black suit and the consequences it can bring.

"I'll ask him the next time we face off, because I have a bad feeling it'll be a lot sooner when that reunion happens." Spidey said as Ero disappears into nothingness, that way he could focus on slowing down the symbiote from taking over Peter's mind.

After another minute, both Spidey and the ambulance have arrived at the hospital. Just _mere_ moments after arriving, a couple of cars drive up to the lot, where gangsters wearing different colored clothing get out of their cars and start attacking the rivaling group with their guns, making a mess of the front of the hospital.

Two of the paramedics that were carrying MJ run out of the back of the vehicle containing her. "Is everyone in one peace? Get her inside!" One of the medical guys said to his partner, prompting the man to start taking MJ in for her protection. Thankfully, Spidey hops onto the top of the hospital car. "You! Stop those lunatics!" He ordered Spidey to take care of the gangster before they cause even more trouble.

 **BGM-Spider-Man: Web of Shadows OST-Gang War**

"Uhh yeah, o-okay." Spidey responded, jumping into the air and leaps towards the middle of the battlefield between the two gangs and start beating them up with his superior, non-lethal skills. _"And as usual in my friendly neighborhood life, I somehow always find myself in the middle of a gang war. I would be enjoying myself if I wasn't so worried for MJ. Ugh, I feel like a heel for not being by her side while she gets her arm casted. Then again, if she knew I was ignoring what was going on outside, she would've kicked me out the door."_ He said in thoughts while easily dispatching the thugs from both gangs. After the last thug was beaten, Peter looks proud of his work and thinks it's all over, that is until his spider-sense started ringing and a couple more thugs in their cars start showing up to continue the fight. "I knew this was over too quickly." Peter said, getting into defensive position.

"You're going to pay for messing up my boys, Spider-Freak!" One of the thugs in orange said. He and his gang start shooting at Spider-Man, who leaps into the air to avoid gunfire. Unbeknownst to the thugs, a big and ripped black man wearing a yellow shirt and a belt appears behind one of the thugs, knocking him down with a single fist thonk. "It's Cage! Waste him!" The orange thug said, prompting the others to start shooting at Luke Cage with all their bullets, but thanks to Mr. Cage's highly impenetrable skin, those bullets are simply tiny pebbles to his chest, with the only thing getting destroyed was a gang car behind him, causing an explosion behind Cage.

Luke starts cracking his knuckles, ready to beat some sense to these thugs. "Now that was rude." He said before immediately using his superhuman strength and starts wrecking the street crime with little stress.

"Aha, Luke Cage, my man! It's been a while. How'd you been?" Spidey said from the sidelines so he could watch Luke fight.

"I've been good. Want to join in on taking down these small fry?" Cage asked the Avenger as they see more cars filled with crooks arriving in front of the hospital.

"I prefer big fries along with a cheeseburger, but okay, I'll take up your offer." Spidey joked before joining Cage in taking down the thugs.

With a man that possess strength rivaling the Hulk, and a kid with spider-like agility and speed, all the thugs have been easily beaten down and webbed up for the police, who have just arrived after the battle has settled so they could arrest the fools who's been messing up Harlem.

 **BGM End**

Now that the street crime has been quelled, Spider-Man walks up to talk to Luke Cage. "So what brings up uptown, Spidey?" Cage asked the teenage-web slinging hero.

"I was coming to see about a friend in the emergency room when all these fine chaps came along." Spidey replied to Power Man.

"Good work shutting down the drive-by." Cage said.

"Eh, it was nothing." Spidey responded, acting all cocky as usual.

"I've been chasing these guys around all day. You see any more, you shut them down." Luke said to Spidey to take down more thugs that are causing trouble in this section of the city.

"I-I'll do what I can." Spidey responded.

"Good. Look for me in the park later." Cage said to Spidey before the kid webs swing away from the hospital to find more gangs to beat up.

With the use of his sensational spider-senses, Spidey quickly finds a couple of purple-colored thugs pinning down some good cops behind their police cars. The arachnid hero lands behind the thugs and gets into a crouching position. "Don't you kids have anything better to do than pathetically shoot at a non-moving car?" He asked the thugs in a joking manner. The thugs turn around and start shooting at Spidey instead, but because of his insane reflexes and speed, he dodges all the bullets with ease. "You guys have the aim of Stormtroopers." Peter quipped before knocking the goons out with a couple of kicks to the chests, "And you go down like Stormtroopers. You guys _really_ need to work on your aim, and more importantly find better clothing, purple just looks tacky on you." He said as the police hand-cuff the troublemakers.

"Now to find more little baddies to beat up then meet up with Cage. And I _seriously_ hope nothing bad happens in the next minute or so." Spidey said before webs swing away from the street to find more gang members to beat up for the police.

Unknown to Peter and his spider-senses, a woman wearing casual everyday clothing, with a taste of a red and black design, while also wearing a hat and shades, watches him swing away across the city with a evilish smile before following him through the shadows.

* * *

 **Cinder's Apartment**

At her apartment room in the middle of Manhattan, Cinder is seen alone, unusually depressed. Venom and Salem are somewhere in the city, with neither of them telling her what they have plan for New York before they left on their own. Cinder noticed that something about those two felt off and a bit out of character. Venom was seen a little more vicious than usual, and Salem hasn't bother contacting her since she left, no matter how many times she tried to contact her. Cinder made sure to teleport back to Salem's domain to see if they somehow teleported there even though the ISO-8 Salem had couldn't allow her for inter-dimensional travel, but as she expected, no one was inside the complex besides the common Grimm outside, so she can cross out them being on Remnant for the time being.

Cinder walks over to her desk and picks up a photo fame of her and Eddie, with Brock having a smile on his face and putting one of his arms around Cinder, who slightly looked away from the camera without a smile.

She lets out a smile while looking at the picture before she hears a knock on her door. "Come in." Cinder said as she lets down the photo back on the desk. Emerald and Mercury open the door so they could meet their boss about Venom's current whereabouts. "Find anything?" She asked her subordinates.

Emerald shakes her head, looking a little depressed. "No. He wasn't at his apartment. We've spoken to everyone but no one has seen Brock in hours." She told Cinder.

"What does Venom and Salem have plan that they don't bother filling us in first. It seems unlike them; don't you think?" Mercury asked the two girls with him.

"It is." Cinder responded before pondering to herself. "Salem wouldn't just leave in this new world she's unfamiliar with. She's smarter than that. Usually she would ask us to survey the area before planning an attack. But doing it on her own? Even with Eddie by her side that's completely unlike her."

"Could it be because of the symbiote she's wearing?" Emerald asked her.

"I…It could be the case, but according to Salem herself, she perfected the symbiote so it wouldn't take over your mind." Cinder replied.

"But the way Eddie acted before he left make it seem like he wasn't in control." Mercury spoken up, remembering how Venom didn't even act like he's part Eddie Brock any more.

"That's true. He was acting strange." Cinder said, crossing her arms with her one eye closed. After a few seconds of thinking, she opens her eye. "I say we continue our search for them all across this city, high and low. I'm sure they're still here somewhere. Once we find them, we can figure out what's their problem and what Salem has plan. All we know now is that it involves Venom's unlocked Semblance and she wants to use that power to take over both this world and Remnant."

"Should we contact Spider-Man for some help?" Emerald asked her boss.

"I rather we not rely on the webhead on this one. Hmph, besides, I want to handle this problem without his constant jokes breathing down my neck." Cinder told them, refusing to gain Spider-Man's help even though he's more of the Venom expert than her.

"I know, right? That guy is just annoying." Mercury said with his hands behind his head.

"More tolerable than you." Emerald retorted with a smirk on her face, angering Merc.

"Quiet. Let's get moving." Cinder said before the three head out the room to continue their search for Venom and Salem.

* * *

 **In a park at Harlem**

After taking down more of the gangsters disturbing the peace of Harlem thanks to their little war, Spider-Man swings over to the local park to meet with Luke Cage.

"Good job, Spidey. Thanks to you, the gangs are thinking twice before having a shoot-out in the middle of the street. But we have to keep up the pressure." Luke Cage said to Spider-Man as the amazing teenage approach him.

"Tell me about these gangs." Spider-Man asked on some information about the rival gangs.

"The two gangs we're dealing with are the Rolling Sevens and Park Avenue. They are engaging in a number of activities dangerous to the community. Your unique skills could be perfect for stopping them." Luke Cage told him.

"Alright, I get that, but I have to say Luke, you've been at this for a while now—trying to get these gangs to calm down, I mean. How did this all started?" Spidey starts another conversation with Cage about the Gang War.

"It's an ongoing job, Spidey. I had a peace working. Then someone decided they were disrespected and now they're trying to get revenge." Cage said.

"That's just stupid." Spidey responded on how this petty gang war even start in the first place.

"That's life, man." Cage replied.

"I grew up in a nice quiet corner of Queens." Spidey told the buff man in front of him.

"So you have no idea what I'm talking about."

"That's one way of saying it, sure." Spidey said.

"These kids think they haven't got any currency beyond respect. They don't see any way out, and no future beyond what they can carve out for themselves." Cage continued explaining the gangs' reasons to start a war.

"And their solution is to turn the city into a war zone?" Spidey asked Power Man.

"They don't think beyond today. That's why I'm out here. To show them there is another way. There is a future." Cage replied.

"Well, I've got your back, man. I want to help any way I can." Spidey said, now even more determined to help Luke stop this gang war that's terrorizing Harlem.

"There's some guys out here that need to get got- knock some heads together, yeah? But most are just guys who've fallen in with the wrong crowd, and they just need to hear some kind words."

"I hear that. So before I do go knock some heads together, what did you mean when you said I had 'unique skills'?" Spidey asked him, wanting to traverse back to their previous conversation.

"You have the potential to be a great fighter, but you need to use all your senses." Cage answered him.

"Hey, I've got more sense than you." Spidey mocked him.

"Excuse me?" Cage puts his arms crossed while giving Peter an intimidating look, thinking that he's making fun of him.

"You know, my Spider-Sense." Spidey calmly answered him. "One of these days I'll think of something cooler to call it. But until then…"

"Fine. Good. You've got an extra sense. Now use it to its full potential."

"What do you mean, exactly?"

"You can see all your opponents before they see you; figure out who you take out first…and I need that exact skill right now."

"What do you need?" Spidey asked.

"I've got an informant in serious danger. There's a hit about to go down and I have no way to spot the shooter until it's too late, but you…"

"I could use my Spider-Sense as a sniper-sense. Nice…"

"Exactly. And you can bet there'll be more than one. Now I'll tell you where the informant is and then you can stake it out." Cage gives Peter a piece of paper of where his informant gonna be at, which Peter generously accepts and puts into his pocket.

"Okay, let's do this!" Spider-Man shoots out a web line to a nearby building and starts swinging to the hit location, not knowing that a mysterious figure is following behind him, undetected.

* * *

Peter arrives at the hit location and spots a large group of walking civilians as he lands on the edge of a flagpole. "This is the place. So many people though. Spider-Sense, do you thing." Using his spider-sense to its fullest potential, he managed to spot the informant standing at one of the sidewalks while amidst a group of people, "Got the informant! Now where are the bad guys?" Again using the power of his extraordinary spider-sense, Peter managed to make out four of the assassins trying to kill the informant, "There they are."

 **BGM-Spider-Man: Web of Shadows OST- Protect the Innocent (OST version)**

One of the thugs take out their gun and would've used it to kill the informant, but someone with webbing yanks it out of his hands. "Nah ah ah. Haven't you guys heard? No use of guns _until_ you guys get beat up so you can't use them." Spider-Man quipped before knocking the lights out of that one goon. He vaults over and cartwheel kicks the second goon to the ground before firing a web ball at the third goon's face before being tossed to a wall. "Okay, where's the last clown?" Spidey asked, using his spider-sense to turn around and see the last goon holding woman wearing shades, a hat, and a red/black dress hostage.

"Try anything funny, webhead, and I'll blow her brains out!" The thug said while pointing his gun to his awfully calm and collected hostage, who doesn't seem that worried about her life, apparently confident in Spider-Man's abilities.

"Great, what should I do?" Spidey ponders to himself before looking up to the sky. "What do you think, Iron Man?" He shouts, causing the goon to stupidly look up in the sky to see if Iron Man really is there, but he isn't, leaving himself open. "Ha, idiot!" Spidey web yanks the goon's face to his face, knocking him out and saving the hostage. He walks over to the woman as the orange-dressed informant walks up to his hero. "You all in one piece?" The amazing arachnid asked the two.

 **BGM End**

"Man, I owe you big time." The informant gives his hero a handshake.

"Don't thank me. Thank Mr. Cage." Spider-Man said to the man before turning to the woman. "And how about you? Are you alright, miss?" He asked the woman.

"I was never in danger since I had full confidence in your skills, Spider-Man, but still, thank you." The woman with a familiar-sounding voice said to Spidey, but Peter is too busy and oblivious to really think hard about it.

"You're welcome, miss. Hope you two stay safe." Spidey said before web swings back to the park to tell Cage mission success.

"Man, Spider-Man is truly whack, you think?" The gangster informant asked the white-haired and white-skinned woman next to him.

"Yes, he's truly…whack." The woman replied, not used and hating to say words like that. She sees the man walk away, leaving her all by her lonesome to stare at Spider-Man swing farther and farther away. The woman lets out a simple grunt, hating to blend in to those she sees as inferior, _"Having to blend in with the humans. How excruciating."_ She takes off her shades to reveal her red, evilish looking eyes, with those eyes actually belonging to Salem, who has been stalking Spider-Man for the past couple of hours. _"Thankfully, thanks to this symbiote, we are invisible to the Spider's physic senses, so he has no idea that we've been tailing him to learn more about his abilities and progress with his symbiote first-hand. Why does a boy, whose powers and potential could surpass the gods, waste his time solving trivial, human conflict? Now we understand where Osborn is coming from. How frustrating to see such wasted talent on those that are destined to be his eternal inferiors. No matter. In time, he'll learn what 'Great Power' really is, and how to properly bring it out to their fullest potential."_ She said with a hidden smile before teleporting away with the shadows.

* * *

Salem teleports herself back to the park where Luke and Spidey are meeting up by using her symbiote to go into camouflage mode and keep a distance from the two heroes. "Good job, Spidey. You've really helped me out here." Luke Cage said, complimenting Spidey on a job well done.

"Hey, it's what heroes do, am I right?" Spidey asked him with his usual, go-lucky attitude.

"Yes, indeed. Always remember that Spider-Sense of yours will ALWAYS give you the advantage." Cage replied.

"It has saved me countless times in the past." Spidey responded.

"Yeah, especially for someone who possess tons of potential, but no skills." Cage said, immediately getting Spidey's attention.

"Wait a sec! You said before that I had unique skills. What more are you asking for when I've already trained with the best of the best?" Spidey asked, referencing his training with Shang Chi, the Avengers, and some other, more experienced fighters than him.

"I mean you're going toe to toe with everybody. With your speed, you should be coming in quick and getting out." Luke told him.

"How do you mean?"

"I can train you if you're willing to learn." Cage said, offering to train Spider-Man a bit.

Spidey claps his hands together. "All right. I have nothing better to do. Let's do it."

* * *

 **Another section of Harlem**

 **BGM-Spider-Man: Web of Shadows OST-Tutorial Mission**

In a small backyard filled with some trash cans and garbage, Salem watches from the rooftop to observe Spider-Man's training with Luke Cage to give him new attack methods involving his spider-speed and strength.

"Okay, little dude, wait here." Luke Cage said to Peter as he runs to the other end of the backyard and gets into position. "Now come at me from there! Hard as you can!"

"Alright!" Peter said, gets into fighting position from the other end of the backyard.

"Ready? Go!" Luke prompts Peter to begin with his 'Web-Strike' training, a technique that allows him to attack his opponents at lightning, spider speed from the air, without his opponent unaware that he's about to be squashed.

Spider-Man jumps into the air and immediately launch a fast web line that attaches itself to Luke, pulling himself towards Luke in the air with his speed, but was too late to strike him. Cage grabs him and gently puts him down on the ground, giving the trying web-slinger a pat on the head, "Okay, but you were a little late."

Spidey heads back to his original spot and gets into fighting stance, "Go for it!" Luke tells Peter. The amazing teenage superhero does another attempt with his Web Strike, but this time was too early with his attack. "That's alright. Just a little early." Luke said to Peter, not hearing the "Hmph" from a watching Salem above them, disappointed in Peter's progress and Luke's training lessons.

"Ahh! I can't do this!" Spidey said, feeling frustrated that he can't properly master the Web Strike technique.

"C'mon now! Don't quit on me! Try again! Focus!" Luke, with some encouraging words of hope, tells Peter to continue with his training, having a feeling it might be useful in the coming days.

Feeling a little more hopeful, Spidey begins his training again and performs his third Web Strike technique. With all his focus and might, time seems to slow down around Peter, giving him enough time and successfully perform the Web Strike on Cage, leaving Salem a bit impressed on how quickly he managed to improve. "Good! Just like that!" Cage said to Peter. Spidey does a couple more Web Strikes on Cage, with each strike continuously getting sharper, faster, and more heavy. "You got some moves; I'll give you that. Not gonna hold back anymore though. Let's go." Luke said, now ready to counter all of Spidey's strikes unless he does something about it.

For the next few minutes, Spider-Man uses his new Web Strike move to abort Luke's punches and over-counter his attacks at light-breaking speeds, leaving Salem to silently observe from above and learn his techniques so she could know how to counter and use them with her G-Symbiote, since of course, she now has all of Spider-Man's power and speed times 100 now.

"Hey Luke! Watch this one that I made up!" Spidey does yet another Web Strike attack from the air at breath-taking quickness, but he doesn't stop there. After successfully getting another hit on Luke Cage, Peter immediately uses his speed and strength to deliver a take-down hook punch, a turning backhand that launches Cage, then with an uppercut, followed by an inward upward-aimed spin kick to strike him away, all at rapid, vanishing succession. "Not done!" Spidey fires a quick web-line at the flying Luke Cage, and in an instant, flies over and punches him to the ground in the middle of the trash cans, creating a small crater from impact.

"Ow. That one actually hurt. What do you call that move?" Luke asked as he gets up from the trash, wiping away some of the leftovers and dirty tissues.

"I call that move: Arachnid Fist. Combining my Web Strikes with my skills as part-spider to their highest limit." Spider-Man informed Luke Cage about this new technique he just made up from the fly.

"Okay. That's what I want to see. You've managed to already master your new move and put variety into it. Now let's go someplace else to continue your training." Luke said to Peter, getting the invisible Salem's interest.

"Bring it on!" Spidey said.

 **BGM End**

* * *

 **BGM-Spider-Man: Web of Shadows OST-Tutorial Mission (OST ver.)**

On top of a rooftop building, right in the middle of an empty neighborhood in Harlem, Spider-Man and Luke Cage (As well as Salem who is hiding in the shadows), sees a couple of thugs lined up in front of apartment doors, keeping the innocent civilians inside their homes unless they want to get shot.

"You have the perfect skill for stopping the extortion racket these gangs have been running." Luke Cage said to Spider-Man, standing right next to him.

"I do?" Spider-Man asked, confused.

"These thugs will stand in front of every door on the street, intimidating the good folks who live there into paying protection money!"

"Now that's just mean." Spidey said, trying to intimidate a child's voice and tone so he could be funny.

"But you could use your speed to hit one after another, jumping from one guy to the next."

"I'll give it a try."

"You can start right here with these fools. Keep diminishing them with those web attacks." Cage said, pointing to the first batch of thugs on the streets.

"Let's do this!" Spidey said, leaping from the rooftop and immediately starts using his Web Strikes to attack all three goons before they could even blink and turn around. "Too easy. Piece of cake."

Spidey then meets with Mr. Cage on top of another rooftop to take down a second batch of gangsters. "I knew you could do it! I got another group for you!" Cage said to Peter.

"Show me where." Spidey replied.

Cage points Peter to the enemies below them. "Now this is a bigger group. Remember to keep your momentum up. Keep moving."

"Oh, I'll momentum them right into next week." Spidey said, before jumping off the rooftop and performing the same procedure as before, striking down his foes with a whirlwind strikes of arachnid fury before meeting back with Luke on another rooftop building.

"That is working. Another group just showed up. Seven of them this time." Cage points him to the gangs below them.

"Do these knuckleheads try this racket all day and night?" Spidey asked Cage, already getting sick of these goons and their trivial antics.

"Pretty much, yeah. Now get the drop on them. They know you there, they'll bolt." Cage tells Peter to be careful when performing his Web Strikes on the thugs.

 **BGM End**

 **BGM-Spider-Man: Web of Shadows OST-Mission Accomplished 2**

Just like last time, Spider-Man takes care of all the bad guys in less than five seconds, verily impressing both Luke Cage and a hiding Salem not far from the heroes. "Spidey, you might be the answer to my problems. With all this pressure on the gangs, maybe the good folks around here can take back the streets." Cage said to Peter.

 **BGM End**

"We need a more permanent solution. All we've done is push them out for a day." Spidey said, wanting to get this gang war done and over with.

"Too true. We need a deal. We need to parley with the leaders." Cage suggested to Spider-Man a way to stop this war once and for all.

"How are we gonna pull that off without them killing each other?" Spidey asked Luke Cage.

"These guys' lives revolve around reputations and who did what to whom or for whom. Simple. Do them a favor." Luke Cage replied.

"You're kidding, right? These guys are like public enemy number one, and two."

"The Park Avenues are gonna try and take out the leader of the Rolling Sevens. Follow the cars on the way to make the hit, stop them, and the Sevens will owe you."

"As long as it's a favor. I don't want to become an honorary member or a new, chief thug or anything." Spidey said before he swings away to find the Rolling 7's hideout and save their leader from the Park Avenues.

Still unaware of the bigger picture or the more dangerous enemy, Spider-Man leaves without knowing of Salem right behind him through the shadows, smiling. "It would seem that the Spider is gonna be a lot busier for quite a while. Good. This gives us enough time for our plans to develop in secret. Venom, how's the progress on our 'experiment'?" She asked Venom through the G-Symbiote's hive mind so he could hear her from anywhere in the city.

* * *

 **New York Sewers**

In the deepest parts of the sewer below the city, Venom is seen standing beside a dark and monstrous-looking symbiote pod with teeth and a long tongue, with that same tongue capturing the good and scared folk working in the sewers into its pods, devouring them as a whole, and a few seconds later they come out as white or black, monstrous-looking symbiotes with no eyes and walking like zombies.

Venom chuckles a bit with his teeth showing, liking how the experiment is a success. **_"Everything is going perfect. Very…very…perfect."_** He responded to Salem's question before he lets out a small, evilish laugh as his 'children' stand before him and praise their 'father' with growls and roars.

* * *

 **BGM- Spider-Man: The Animated Series OST (1994)- Ending Theme**

 **Spider-Man: Sup, I'm Spider-Man. I've agreed with Luke to set up a parley with the gangs. Hopefully this will turn out alright and stop them from trying to see who has the bigger sausage in this town. Wait. Who are those guys with the high-tech armor and equipment? Spider-Sense's telling me they're bad, so I should stop them before take out the gang leaders and turn this into a bigger mess than it already is.**

 **Next time on Spider-Man and Cinder: Flaming Web of Light and Shadow-**

 ** _Parley in the Park_**

 **Cinder: More symbiotes? Is this Venom's Semblance?**

* * *

 **KFX here: It'll be a while before the symbiotes start invading the city, but until then read as Spider-Man ends a gang war next chapter, as well as Cinder having to fight some symbiotes. And in case any of you are wondering, I will only be writing one ending for this story. Don't want to bother writing multiple endings because I'm lazy. Which ending I'm doing? Continue reading and find out.**


	5. Issue 4: Parley in the Park

_Issue 4: Parley in the Park_

 **Rolling 7's Hideout**

 **BGM-Spider-Man: Web of Shadows OST-Gang War 2**

At an abandoned Roxxon gas station located in Harlem, Spider-Man arrives at the Rolling 7's hideout on top of a nearby rooftop. Just as the web-slinging hero, and a stalking Salem using her G-Symbiote to hide in the shadows, they spot a couple of cars belonging to the Park Avenues arriving at the gas station, where they begin firing their guns at the Rolling 7's leader and his gang, with one of the cars almost running him over. The 7's hide out inside the gas station to avoid gunfire, but that doesn't stop the Avenues from continuing to wreck the area with their guns.

"Such foolish and naive children, recklessly starting a trifling battle at a gas station, endangering themselves if they idiotically blow it up." Salem said to herself while in hiding. She turns to Spider-Man, who is still unaware of her presence thanks to her symbiote blocking his spider-sense. "Now, what will you do, Spider-Man?" She asked as she sees the webhead jump off the rooftop and start swinging over to one of the cars.

Peter attaches a web line to one of the car's roof and looks down through the front window, scaring the Park Avenues of his presence. "Hey, is there room for one, web-slinging superhero on this ride?" Spidey quipped.

"It's the insect! Get him!" One of the Park Avenues said as the small group inside the car take out their guns and start shooting through to the window to attack Spider-Man, but either because of Peter's reflexes or their aim they miss badly, leaving Spidey open to punch through the engine, shutting off their car before webbing them the goons in a giant net.

"I'll see if the other four chaps have room in their cars!" Spidey quipped as he webs swing to the other four cars, who are still trying to blow up the Rolling 7's hideout. "I have to clean up this mess before it turns to a bigger mess." He said to himself. The spider teenager uses his web bullets to blow out the tires of another car, causing them to stir out of control until they are saved by a web net. With a powerful swing kick, Spidey smacks the third car right into the air before shooting out another web net to save the junkies from crashing to a wall. Spotting the fourth car as it circles around the station, Peter web zips towards it as it drives by him. "If you want gas, you've come to the right place!" He quipped, continuously web striking the car until it blows up, but thankfully none of the goons were badly hurt, but are left unconscious. "And here's your receipt!" He attaches a web line to a nearby tree and uses his strength to cause it to fall down right on top of the engine of the last car, immediately causing the thing to break and launch the goons right out of the car before being saved by a web net.

 **BGM End**

Thanks to the efforts of Spider-Man, the Rolling 7's hideout, along with the civilians nearby, has been saved, and while everyone is thankful to Spider-Man as he swings away, Salem is barely impressed by these results. "Hmm, not bad, I suppose, although the results would've been much better if he used the black suit. How come he's still refusing its power? Hmph. I'll just have to keep watching his progress." She said before teleporting away to wherever Spider-Man may be, probably back at the park to meet with Luke Cage.

* * *

 **Harlem Park**

Back at the park, while they wait for a reply from the Rolling 7's about agreeing to a parley with the Park Avenues, Spidey and Cage decided to pass the time by having a little conversation.

"So how did you get in this whole Super Hero business anyway?" Spidey asked Luke while crouching on a tree branch above the man.

"Long story. I got accused of some stuff I didn't do. Tried to buy my freedom by agreeing to some sketchy experiments. Next thing you know, I've got unbreakable skin and super strength." Luke abbreviated his super hero origins to Spider-Man while sitting on a bench.

"I got bitten by a spider." Peter responded by telling him his super hero origins, albeit a very short version of it.

"No."

"Yeah.

"And you named yourself Spider-Man. Cool."

"I was a kid. Well, I'm still am. 17 until August. It sounded cool at the time. I still like it."

"So you're a kid. That explains the costume." Luke said to Peter.

Spidey groaned from hearing his comment about his costume. "Why does everybody talk crap about my costume?! It's a classic! It's iconic!"

"I was unaware that one of iconic's definitions was, 'ugly as hell'."

Peter chuckles, "THIS coming from the MAN that used to run around in a yellow puffy shirt, with a little _silver tiara_ in his afro."

"Man dressed like you are right now don't get to talk about how I USED to dress."

"Still. You wore a tiara."

"It was a head band. A HEAD…BAND." Luke replied to the spider-kid, but that doesn't stop him from laughing, angering Power Man. He then gets a call from his cell phone and stands up so he could answer it, and after about a minute of talking with the person from the other line he hangs up.

"Hey, who was that you were speaking with?" Spidey asked after he finished laughing.

"You would be pleased to know that I heard from the leader of the Rolling Sevens." Luke Cage answered the question of the wall-crawler.

"Let me guess. He wants us to come over to his house and hang out and be friends." Spidey predicted.

"Actually he agreed to a parley, after I pointed out that you saved his scrawny butt and he needed to return the favor." Cage told him.

"Let me guess again. You want me to set up a play date with the other gang leader."

"You could put it that way. I wouldn't. Just find him. Tell him the other side agreed to come to the park tonight at sundown. No guns." Luke said.

"Sundown, eh? Well, you got it sheriff Luke. Deputy Spider-Man will get that rascally varmint." Spider-Man responded using an Old West tone of voice.

"Just go okay." Luke points him out to get him off his hair.

"You're no fun, you know that?"

"And I don't care. Just hurry it up, webhead." Luke replied, hearing a disappointed sigh from Spidey before the Web-Slinger swings off to the Park Avenues' neighborhood, not knowing Salem has been watching him from afar and still stalking him.

* * *

 **Park Avenue Neighborhood**

 **BGM-Spider-Man: Web of Shadows OST-Gang War**

Spider-Man arrives at the Park Avenues' neighborhood in hopes of finding their leader to agree to the parley and end this lasting gang war once and for all. "Alright I'm here. Now where's the-?" His spider-sense starts ringing to see a whole army of the Park Avenues down below him and they begin shooting their pistols and shotgun rounds at the swinging hero. "Hey, hey! Stop it! Stop it! I'm swinging here!" The teenager shouted at them, using his reflexes and web-swinging abilities to dodge all of their gunfire with no trouble whatsoever.

After jumping off from his web line, Spidey shoots another one in the middle of the small army below, surrounding himself in a giant web ball before stomping down to the streets and exploding, release a wind current of webbing from his orb that causes all the goons to get stuck either to the ground or the wall.

With his spider-sense, Peter senses some reinforcements approaching him. He then turns around to find a big, green trash container, giving himself an idea. He shoots a web line to the trash can, "Time to take out the trash!" He quipped as he web yanks the trash can towards the goons, knocking them all down in a single hit.

Sensing some more reinforcements approaching from around the corner, Spidey starts swinging and again uses his webbing to turn himself into a web-wrecking ball. "I came in like a _wrecking ball_." He sings to himself as he knocks out the incoming gangsters with a smashing wrecking ball maneuver.

Just as he lands on the ground, the hero barely dodges some of the Park Avenues' heavy hitters. Their big guns carrying sturdy baseball bats. All with the intention on hurting Spider-Man. The cocky teenager creates a baseball and bat made out of his organic webbing, and uses his Unstable Molecules suit to morph up a baseball hat with his spider logo on it, "Let's play ball!" He throws the baseball in the air so he could avoid the attacks from the big men, and as it falls down, he uses his web bat to hit the hard-as-rocks web ball at one of the big guys, causing the ball to ricochet from one man to the next, knocking all the goons down a peg and to unconsciousness. "I definitely need to try out for baseball next season." He said to himself.

"Whoa! Whoa! What's going on here?!" The leader of the Park Avenues just arrived to see most of his gang beaten or webbed up by Spider-Man. He approaches the webhead, "What did we do to deserve this?" He asked the hero.

"Well, I guess it all started when you decided to murder each other in front of the hospital. THAT kind of rubbed me the wrong way." Spidey told the gang leader.

"Man, Rolling Sevens started all that. They killed my cousin." The PA leader told Spidey his reason for starting this war.

"And you hit back at them and so on." Peter responded. "Thing is; they've agreed to a parley."

"What you talkin' about?"

"I'm saying that you, the leader of the Rolling Sevens, and Mr. Cage are gonna have a little sit-down. A little chat." Spidey explained.

"Sevens agreed?"

"Yes, they did, and I suggest you do the same or Mr. Cage, the police, and yours truly, are all gonna be your new best friends."

"So, uh, what's the plan?"

"Tonight. At sundown. In the park. Be there, or be square."

"Be square? You from Queens or something?" The PA leader questioned Spidey's 'lingo'.

"Just show up or else." Spidey replied, feeling annoyed and insulted.

"Alright, alright. We'll be there. But if the Sevens do anything funny, my gang will be coming after you alongside them." The gang leader threatened Spider-Man.

"We'll see about that, scrawny." Spidey mocked before web swinging away back into the streets of the city.

 **BGM End**

Since the parley won't happen for another hour, Spidey decided to tour the city for a bit to clear his head, mainly so he could think about Venom and the black suit until MJ starts calling him through his high tech suit's inner-comms. _'Peter, where've you been? I was worried. The doctor told me, 'Spider-Man was asking about you, young lady'.'_

"Well there was this drive-by shooting just as your ambulance pulled up and then one thing led to another and…" He said, putting his fingertips to his right ear so he could listen to MJ properly.

 _'_ _Same old story.'_ MJ finished for Peter, extremely used to Peter's other-life and responsibilities, and doesn't mind it at all.

"But what about your arm? How come you're leaving the hospital already?" Peter asked as he lands on top of a water tank so he could continue talking to MJ more comfortable.

 _'_ _Miracles of modern medicine. A few titanium pills. A few painkillers. I'm good as new.'_

"I was so scared this morning. Venom was beating and choking me and you weren't moving. Maybe that explains it."

 _'_ _Explains what? Explains you turning into that other thing. That other version of you.'_ MJ said, talking about Peter's reformed, symbiotic black suit.

"You saw that?"

 _'_ _Yes I saw it. Tell me it's gone, Peter. Tell me you don't have that black suit again.'_

Peter puts on his black suit and stares at his palm, "Well…It's complicated."

 _'_ _You have it, don't you? You know what that does to you. You know how it can change you.'_

"You know it actually worked for me, at first." Peter told her, clenching his symbiotic hand. "Maybe this time it's different."

 _'_ _I don't believe you. Get rid of it, Peter! Get rid of it and then I'll talk to you!'_

"C'mon, MJ! Venom is out there still. I have a feeling that something's changed. That, something about the suit is different."

 _'_ _Yeah? Well I have a feeling everything will be the same. Get rid of it! It's not who you are!'_ MJ sighs through the other line. _'Find me when you are yourself again.'_

"Alright." Peter said, taking off his black suit to his classic red-and-blues. He stands up on top of the water tank, "I've got to go. I've got this whole 'saved all of Harlem by forcing a peace between two vicious gangs' thing going on." Peter hangs up the call with MJ before he goes back to his usual, web swinging business across Harlem.

* * *

 **New York Underground Sewers**

"Do we REALLY need to be here?" Mercury asked Cinder, with the two of them along with Emerald walking through the hallways of the sewers looking for Venom and Salem.

"For once, I have to agree with him. Why the sewers? This place reeks." Emerald said while covering her nose to reduce the awful smell of the bad odor and diseased rats.

"AND the best place to set up a hideout." Cinder told her while flashing her light forward her so they could see. "Venom once told me he set up an underground lair down here to avoid detection from Spider-Man or any other hero that wants him captured."

"Your boyfriend tells you a lot of things, don't he?" Mercury asked, causing Cinder to flinch from his teasing of her and Brock in a relationship, something she REALLY wants to keep under wraps from everybody.

"He's not my boyfriend!" Cinder immediately retorted in anger before looking a little depressed. "He's just someone I want to help that's all."

"Hmm. Riiiight." Mercury said with a smile, before that disappears thanks to Emerald elbowing him in the chest.

"AAAAAAAAAAHHHHHHH!"

The villainous team of Remnant heard a loud scream of fear from the end of this sewer line. "Let's go!" Cinder instructed the rest of her gang so they could hurry up and find out the source of the scream. After about a minute of running towards the scream, they found themselves at Venom's old lair, where they spot a sewer maintenance man, bruised and covered in blood, running towards them with fear enveloping his face.

 **BGM-Spider-Man: Web of Shadows OST-Goop Everywhere**

The man runs up to Cinder, scared to the bone. "Y-You've got to help me! They're coming for me! They're coming!"

"Hands off. And what are you talking about? Cinder asked the man.

Before the man could answer her question, a giant, long, monstrous-looking tongue from the shadows grabs him by his feet and starts dragging him back in the darkness. "NO! NO! PLEASE! SAVE MEEEEEEE!" Was the last words that man said before being engulfed in the lightless black, with Cinder's team hearing some lowly growls getting louder and louder.

"That ain't good." Mercury said to the girls. They then see something, or someone, walking out of the shadows which appears to be a white, average-sized man with no mouth, covered all around with white goo and walking very slowly. After that one walks out of the shadows, a couple more white-thin monsters slowly start walking out alongside a couple of black variants that walk faster and can crawl on walls.

"Wh-What are those things?" Emerald asked, taking a step back because she's scared.

"Symbiotes…" Cinder answered with a surprised look on her face. She immediately gets serious before using her ISO-8 powers to conjure up a sword made of fire and starts tearing through the symbiotes, with Mercury and Emerald joining her on the fun.

The Emerald Thief slide kicks under a couple of the white symbiotes which was enough to destroy them before turning around and start shooting at the black monsters on the wall. The master kicker himself uses his unique kicking prowess to take down a good chunk of the symbiote, ending off each combo with an impactful bullet shot from his mechanical boots. Lastly, their crimson leader runs up a wall and slices down the black symbiotes with her flame sword. She then covers herself in flames and stomps down to the ground, supposedly destroying the remaining symbiotes, but that fire bomb barely left a scratch on them and they either walk or run towards the woman that was trying to burn them alive.

Cinder grunts in annoyance, "Of course. These must also be the G-Symbiotes that are immune to fire and sound." She deduced before kicking a few symbiotes in the face, destroying them before using her glass bow to headshot the remaining symbiotes with a single shot.

"Cinder! Look!" Emerald points her boss to the cause of this entire mess: A Symbiote Pod that producing more and more symbiotes, which are now including symbiote Beowolfs and Death Stalkers.

"So that's it." Cinder said to herself after figuring out what Salem is planning with the symbiotes. To end this already drawn out battle, she bursts her way through the line of symbiotes before slicing down the pod with a single, horizontal strike, causing the thing to explode into goop all over the lair.

 **BGM End**

"That takes care of that." Mercury said while wiping off his hands of the symbiote slob.

"So were those really symbiotes?" Emerald asked Cinder.

"Yes. The G-Symbiotes that Salem created. Using Grimm and humans like that man earlier as their hosts, with that pod being able to eat and produce more symbiotes in a blink of an eye. This must be Venom's Semblance that she mentioned earlier." Cinder explained to her teammates.

"Which is…?" Emerald asked, having no clue on what the Semblance is.

"Reproduction." Cinder answered the green-haired girl.

"Reproduction?" Mercury repeated.

Cinder nodded before she speaks. "Venom has learned the ability to replicate his Symbiote and attach it to other people or any other living creature. _Infecting them_ you could say. Linking them through a hive mind. With him and Salem controlling them all. Probably to infect all of New York and create a massive army of G-Symbiotes to take over this world and Remnant."

"That's horrible." Emerald said, shocked from what they've just learned.

"It is." Cinder said, crossed armed. "But when you're dealing with Salem, this is something she would do with the symbiotes. But Eddie…" She looks depressed again. "I know Eddie agreed to work with Salem after she helped him, but even I know him enough he wouldn't go THIS far. Eddie would never put innocent lives in danger, even if he's working for the bad guy."

"Well he is now, using his symbiote to infect those he promised to protect." Mercury said.

"Is it possible that there's more pods like this in the city?" Emerald asked her boss.

"It's possible. I extremely doubt this was the only one. We need to follow whatever trail we could find that could lead us to Venom and Salem." Cinder said.

"And what happens when we do?" Mercury asked her if she planned that far ahead.

"I don't know. For now, we need to find them and talk. Find out why they ditched us on a plan this big, and figure out our involvement in this." Cinder replied before they all left Venom's abandoned lair to continue their search for Venom and Salem.

* * *

 **Harlem Park at Night**

That night at Harlem, Spider-Man is on stake out on a rooftop building while the parley between the leaders of the gang and Luke Cage is about to begin inside the small castle at the park.

"All present and accounted for. Hope this work. Knows it means a lot to Cage." He said as the leaders and Cage enter the castle. While on stake out, Peter's spider-senses starts ringing to some trouble, "Spidey-sense…" He turns to his left, "There!", to see mysterious looking goons in red, high tech suits holding some advanced looking guns. Spidey spots them all across the various rooftops, pointing their guns at the castle park.

 **BGM-Spider-Man: Web of Shadows OST-Kingpin Henchmen**

"I don't know who these guys are, but they seem to have an itchin' in wanting to ruin this parley. I got to take care of these nutjobs before we have Gang War II: The…Ganging." He tries to make a joke but it falls flat on his face. "Whatever. Going now."

Peter starts using his web strike technique to rapidly attack all the advance-looking snipers form the air so they won't see him coming unless he opens his mouth. Halfway through his successive web strikes, he lands in front of one goon and webs him to the water tank stand behind him. "This guy's a pro. Who sent him?" Spidey asked himself before turning to the fallen gun next to him, where he spots a few pictures involving the rivaling gangs and quickly piecing two-to-two together. "Oh no. The whole gang war was a setup." He picks up the pictures and puts them in his pocket before he continues his beautiful web strikes on the rest of the pro snipers.

Just as Spidey's about done with the goons on top, Luke Cage walks out of the castle with the gang leaders next to him, who don't seem too happy about most of his agreements and standing next to their mortal enemies any longer. "You're all talk, Cage. Every hero I ever met just use me for a punching bag." The leader of the Rolling Sevens said to Luke, slamming his fists together to emphasize his point.

"We had a deal." Luke told him.

"I gotta do what I gotta do. With or without me, my crew's taking down the Sevens!" The Park Avenues' leader said before pointing his gun at the other gang leader, with him replying with his own gun.

"I said no guns!" Luke said, now wanting to know how to deal with this mess if the parley didn't work.

Spider-Man sees this from the rooftop he's standing after taking down the last sniper. He takes out the pictures from his costume's pockets, "With these pictures, I can prove to them that this war was a set up from the start. Finally putting this madness to an end."

Salem overhears this and walks out of the shadows behind the kid, still in camo mode and invisible to Peter's senses thanks to her symbiote. _"Deficient Child. You're disappointing us in your lack of progress with our gift. And if we can't control you to obey us, then the best we could do is further influence your suit to do so and embrace your true nature."_ She thought in her head, using her powers over the G-Symbiote to further enhance Peter's suit so it could start influencing him with its power.

Just before Peter could jump off from the building, his head starts to get a headache. _'Stop, Pete. What are you doing? Let those gangs kill off each other. It's not our problem. Less headache for us to deal with on the streets. We have no further involvement in this debacle.'_ Peter's black suit starts to slowly take over his mind and costume to do the wrong thing, make the most dramatic of moral choices that will decide the fate of these gangs.

 _"_ _Yes. Listen to your true Other, Spider-Man. You've put up with their non-sense far enough. Ignore them. Or better yet, get rid of them with your own power. This is what you've wanted, right? To purge the streets of such filth? This is your one and only chance for that to happen."_ Salem herself starts talking to his mind with a voice filter so Peter couldn't recognize her, trying to push him to become what he's not destined to be.

"No…I…I…can't!" With all his willpower, Spidey breaks free from Salem's and his black suit's control, giving back all control over his body as his classic costume turns red-and-blue again.

 _"_ _Hmph. Of course. That unbreakable willpower of yours. Strong enough to resist our influence, but for how long, we wonder? Even the most resilient of objects start to wear down over time. So how will you try and escape our power, Spider-Man? Only time will tell."_ Salem said in her thoughts, not fazed in the slightest of Peter breaking free from her influence.

 **BGM End**

Spidey quickly drops down from the rooftop so he could meet with Luke and the gang leader. "Luke! Hold them up for just a sec! I got something they need to see!" Spidey told Cage.

Luke does what he's told and lifts the boys up in the air as Peter shows them the pictures that confirms the set-up. "You were played." Cage said.

"They were trying to make you guys kill one another." Spidey told them.

"And it worked." Cage said as he lets the big boys back down.

"Tsk. This is a damn mess." The Rolling 7's leader said, now feeling duped and embarrassed for foolishly starting a war with the Park Avenues. He lets out a hand to their leader for a forgiving handshake.

The PA leader shrugged his shoulders. "Alright. Don't see no other way to end this." He accepts the handshake, which starts to turn into a friendly bro-fist, officially ending the gang war and a start for a sign of peace.

The 7's leader turns to Spider-Man, wanting to thank him. "You ever need the Rolling 7's, we're there."

"Same goes for the Park Avenues." The PA leader said before he and his former rival walk away together as friends and allies.

"Bye! Take care! Next time you start a war, do it over cookies and cakes, not with a gun fight!" Spidey said while waving good-bye to the gangsters.

"Spidey, I can't thank you enough for helping me end this gang war. If you ever need my help, just call. I owe ya." Luke said to Peter, giving the little kid hero a fist bump of respect and friendship.

"Thanks Luke, but it's not over yet." Spidey said.

"What do ya mean?" Luke asked him.

"Those armored assassins I just fought. The ones that started this whole gang war in the first place. They weren't your typical goons. Somebody very powerful wanted those gangs to start fighting for a particular cause." Spidey explained to Luke Cage about what he deduced from this recent event.

"Have any idea who?" Luke asked him.

"Those goons had to be part of a well-financed organization. And who so happens to be the richest crime boss this city could somehow hold considering his weight?" Spidey asked Luke.

"Kingpin." Cage answered.

"Right. Wilson Fisk. Ol' fat guy himself. I'm gonna go check his building right now and find out what he's up too this time, cause whatever it is, I'm sure it's not good for this city." Spidey said.

"I hear that. Good luck, Spidey. Remember, if you ever need back up, I'll be there." Cage said.

"Thanks Luke. That really does mean a lot to me." Spidey said before he webs swing away from the park and towards Kingpin's tower, again with Salem stalking him through the shadows to continuing learning more about Peter, as well as his many allies and enemies of this world, hoping that it might come to an advantage for her soon.

* * *

 **BGM- Spider-Man: The Animated Series OST (1994)- Ending Theme**

 **Spider-Man: Sup, I'm Spider-Man. Have to check on what jolly, ol' fat man, Wilson Fisk, is up to now. Unfortunately for me, I just happened to come across Black Cat coming out of his building. Felicia, why in the world are you siding with Kingpin of all people? And who are those guys riding on those Goblin Gliders? Ah! This suit really wants to take over me, doesn't it?!**

 **Next time on Spider-Man and Cinder: Flaming Web of Light and Shadow-**

 ** _Cut to the Chase_**

 **Cinder: I need to find out where Venom and Salem are at? Where could they be in this damn city?**

* * *

 **KFX here: Looks like Cinder has found out Salem's plan, but does she plan on helping her or fighting her when they come face-to-face? And also, pay attention to the next few chapters, because a new player that wasn't included in the original storyline is gonna appear, and most of you might recognize him as a bit 'crazy' and 'murder-happy'. Yup.** ** _He's_** **coming. That's all I'm gonna say.**


	6. Issue 5: Cut to the Chase

_Issue 5: Cut to the Chase_

 **Kingpin Tower at Night**

After stopping a gang war between the Rolling 7s and the Park Avenues, Spider-Man heads off to meet with Wilson Fisk, the Kingpin, suspecting that he might have been the one who set up the war in the first place to go forward with whatever that fat man has planned for the city of New York.

 **BGM-Spider-Man: Web of Shadows OST-Chase 1**

After 10 minutes of swinging through the city, The Amazing Spider-Man arrives at the rooftop of the Fisk building, with his spider-sense picking up some danger. "Hold on. Something's up." He turns to the front doors where he is shocked to find his former girlfriend and master thief, Felicia Hardy, as known as the Black Cat, coming out of the doors and seemingly ignoring Spidey. "Oh no. Not her. What could Black Cat be working for Kingpin?" He asked himself as he sees her escape. "Hey crazy woman! Don't pretend you don't know I'm talking to you!" He said before chasing after the Black Cat from rooftop to rooftop.

"I could never get enough of my little _Spidey-Man_!" Cat replied with a smile, starts using her claws to climb up a tall building, with Spidey on hot pursuit behind her.

 _"_ _And as always whenever we hook up, I'm forced to play 'Cat and Mouse' with Felicia, or 'Cat and Spider', I guess. But why is Felicia working for Kingpin, though? I have to ask when I get closer."_ Peter said in his thoughts before leaping from building to building, chasing the Black Cat through the air with their respective swinging utensils. He sees Cat stopping on the edge of a building before climbing the tall exterior, with again, Peter not letting up on her and continues the chase, "Okay Felicia, please, just stop! C'mon!"

"Make me!" Cat responded as she and Peter continue climbing higher and higher until they've reached the top. Cat then decides to leap high into the air across towards the Roxxon building and then leap again to another tall building.

"Please Felicia, give it a rest!" Spidey said, already tired of her antics before performing the same leaps and bounds to follow Cat's never-ending trail.

The complicated duo continues their game all across the city, leaping from building to building, swinging from flagpole to flagpole, constantly quipping back and forth with one another, until Peter loses sight of her as his attention is drawn to a familiar-looking glider roaming the airs of Manhattan. "I must be seeing things. It can't be." Spidey looks dumbfounded if he-knows-who somehow escaped from his Negative Zone prison and is back on the loose to cause havoc on the world. The hero's spider-sense triggers him to a heist not far from him and the man on the glider and begins his hot pursuit to the building, with Salem hiding in the shadows not far from him.

"We wonder who that could be? The Goblin? No. They don't have that same, overwhelming presence. They must be imposters. Let us see." Salem said before teleporting through the shadows over to the crime scene.

 **BGM End**

 **BGM-Spider-Man: Web of Shadows OST-Kingpin Henchmen (Black Suit)**

Spidey arrives at the heist location where he finds those same high tech goons from the park robbing the joint, with some of them riding advanced gliders and bulky red armor. "Spider-Man!" One of the flying goons said when they spotted the wall-crawler.

"Whew. Thank god. For a second there, I thought were the _slightly_ more intimidating nutjob on a glider." Spidey said, attacking the goons in the air with his web strikes. "Seriously, who are you? You're not the Hobgoblin or the Green Goblin. You're a cheap knock-off. More like Goblinettes to me." He quipped before webbing up the flying baddies to a wall before landing down on the rooftop where the heist is taking place.

The heavy armored goons start running up to Spidey, shoulder-tackling him to submission. "Prepared to be squashed, bug!" One of the armored goons said while lifting the kid in the air, giving him a nice, crunchy, bear hug with his strong armor.

"Errr, get…off!" Peter said, trying to summon his strength to break free from the man's grasp, but this dude's armor is a lot stronger than he could've imagined. Then, without thinking, Peter puts on his black suit.

"What the-?!"

"I said, get OFF!" He breaks free from the crook's grasp with the immense power of his black suit, shooting out a tendril at the armored thug and begins pounding him to the ground. He then shoots out his webbing at some more armored thugs, blinding them before he pounces over one and delivers a violent beatdown.

Salem watching from the corner is incredibly pleased to see Spider-Man slowly warming up to the power of the black suit. "Yes. Yes. Finally, you're slowly starting to realize the benefits of the G-Symbiote. Now don't disappoint me with its power, Spider-Man."

The Black-Suited Spider-Man toss one of the goons off the building, but instead of hearing a splat, he hears a thonk to the side of the wall, where he sees the armored goon using his special boots to stick to the surface. "Those boots won't save you from me." Spidey said, sounding a lot more violent, shooting a web line at the goon and reels him back to the rooftop so he could get tossed into his pals, but then more goons start to show up and surround Spider-Man, with Black Cat enjoying the show for a moment before jumping away. "Bring it on! I don't care how many of you are-!" The violent Spider-Man stops taunting the thugs when he sees them shot down by a mysterious-looking ship that's shaped as a crescent moon.

 _"_ _Drop the device at once!"_ The person from inside the ship said to Spider-Man, thinking he's a criminal.

"Moon Knight? Hello!" Spidey replied.

 _"_ _Drop the device at ONCE!"_ Moon Knight repeated with a more serious tone to make his point clear.

"Ugh, I was fighting the _bad guys_. Can you see?"

 _"_ _You were present at the robbery."_

"And trying to STOP IT! Now let's chase all the robbers!"

Moon Knight stays silent for a moment before responding. _"You speak the truth to Khonshu. Let us pursue them."_

"And I thought I was nuts." Spidey said.

"This world gets weirder and more interesting within every minute." Salem said with a devious smile from the corner in camo mode.

 **BGM End**

 **BGM-Spider-Man: Web of Shadows OST-Boss**

Spider-Man hops off the building and starts swinging as fast as he could to catch up with Black Cat, who is onboard one of the flying goon's gliders acting as their escort. They drop her off at a nearby rooftop just around the same time Spider-Man arrived. "Hello lover. Isn't it a beautiful night?" Black Cat flirtatiously asked before she unsheathe her claws and starts swiping the dodging Spider.

"What's going on here? You're actually working for Mr. Monster Butt? What you'd steal?" Spidey asked his ex, countering her claw swipes with a powerful punch to the gut thanks to the power of his black suit.

"Oh this?" Cat takes out the device she stole from the building and shows it to Spidey. "Come and get it. You want to know what I want. I want you." She puts away the device and proceeds to pounce onto Spidey, but is kicked aside when the bug crouches down and uses his feet to knock her away.

"Alright Felicia, let's put an end to this. Someone could get seriously hurt." Spidey shoots his webbing at Cat, sticking her to the ground.

"Oh I seriously want that." Cat uses her claws to cut away the webbing. "Bring it on." She smiled before focusing back on the fight. Felicia uses her grappling hook to cling onto a wall behind Spidey so she could pull herself into his vicinity at blazing speed. She lands next to the bug and starts using her martial arts to fight against Spider-Man, but the hero's more experienced combat prowess combined with the black suit makes him almost unstoppable, knocking Felicia back with just an invisible air blast from his palm.

"Okay Felicia. Fun's over." Spidey said as Felicia gets up from the ground.

"Oh darling. The fun has yet to begin." She replied with a smirk when Spidey noticed the small bombs, in the shape of marbles, on the ground, placed by Cat during her last combo streak. The bombs blow up, knocking Peter through some heavy boxes left on the rooftop. "Aww. Did the little Spider forgot to wear his good-luck charm today?" She teased the web head, who seems to have forgotten about her bad luck powers.

"Very funny, Felicia." Spidey hops back on his feet and continues his fight with his ex. The two at it for a bit more until they spot four more flying fakers on their gliders arriving, with Cat hoping onto one and flies away to another rooftop while the other three take on Spider-Man. Dodging all their lasers and gunfire, Spidey web zips across the building, yanking the goons from their gliders and netting them in a web before catching up to Felicia, who immediately starts lunging and attacking the poor bug. "Oh goody, another round of 'Kick the Spider'." He quipped before knocking away Felicia.

"You know you love it as much as I do."

"I've already had my fill of psychotic kitty cats."

"You may never know what this one might do."

"No, I think do."

"Only one way to find out."

The two bicker and go off each other's jokes as old times as they fight, with neither one letting up. "Felicia, I'm doing my best to hold back. You keep pushing." Spidey said while spinning her around with his web, throwing her afar.

"Holding back on me?" Felicia shoots a metal coil to the ground as she is thrown to reel herself back to the fight. "You'll regret that." The two start to use a little more of their strength and skill but still find themselves evenly matched. "I'm beginning to think you're getting to me." She said to the Spider.

"I'm beginning to think you're not exactly normal. Are you?" Spidey retorted back with a multi-spin kick.

"And you are?" Cat blocks the kicks with her arms. "Look at that sexy black outfit you're wearing."

"I wouldn't call an alien symbiote from space 'sexy'." Spidey retorted again before shooting his web balls at Felicia, all miss of course.

The fighting lovers spot another batch of flying crooks arriving to pick up Black Cat and escort her to another rooftop with Spidey already meeting her up there after defeating the other mooks with her. "Round three, lover. Ready to be knocked out by a girl?" Cat quipped.

"If so, that would make you the 13th woman I've fought that beaten my butt." Spidey responded.

Cat smirked from hearing the number "13", a cat's favorite number, "Then this fight has just gotten a whole lot special."

The former lovers go at it one more time, using a variety of their special moves and attacks to distract and hurt one another. Cat claw swipes Peter's chest, leaving some permanent marks on it, but with his black suit, they reform back to normal. Not in the mood for games anymore, Spidey uses some more power, releasing several spikes all around his symbiotic body to bounce Cat back. He then shoots a strong and sturdy web line at her and throws her to a wall and then on the ground. Cat now knows she can't win against Spidey, not with the power he has in his disposal. She looks back at her former love with anger before covering her face in shame, then jumps to the bottom rooftop building and stands next to a water tank stand to rest up and think.

 **BGM End**

Wondering what's wrong with her, Spidey hops down to check on his friend, finding her covering her face in somewhat regret or something. The caring wall-crawler walks up to her to find out the problem, "You okay? I told you to lay off." His spider-sense tingles as Cat tries to catch him by surprise and starts claw swiping him, but with his reflexes he dodges all of them before backing off and kicking her off the building, leaving her with no way to recover. "CAAAT!" Spidey realizes what he done and chases after her, running off the edge of the roof and shoots two web lines to the ground to speed up and catch Felicia. "Gotcha." He said as he starts swinging away with Black Cat in tow. She quickly regains consciousness to find Peter holding her. Possibly embarrassed, she slaps Peter in the face before letting go of his tight grip and swings off to her apartment suite in Manhattan. "Felicia! What now?" He asked himself, wondering what's seriously wrong with her. He decided to chase after Felicia Hardy to get the answers.

* * *

 **Felicia Hardy's Apartment Room**

The Wondrous Wall-Crawler arrives at the outside of Felicia's nice and possibly expensive apartment suite to find the lost cat. "Felicia! You in there? ...Here kitty, kitty, kitty."

"I'm right here, you idiot."

Peter turns around to find Black Cat sitting on her staircase leading to her room. "Ugh…sooo…are you okay? I'm not sure what's going on." He awkwardly asked the cat.

"Look, I'm a screw up, okay?" She responded.

"Ya think? You do a heist for Kingpin. Try to kill me…" Spidey starts listing off all the crimes Cat committed tonight.

She gets up to confront the web head, "I was working from the inside. Get in over my head, I couldn't get out of it, then you show up way too early, and I get this huge RUSH from seeing you…" She turns away from the bug so she couldn't look at him in the face.

"You attacked ME! An-And what do you mean I showed up early?" Spidey asked, causing her to finally face the bug.

"I was doing it for YOU. So you can see we were MADE for each other." She finally explained herself straight to the Spider, still retaining feelings for Peter.

"Ohhhh. I'm sorry. I-I had no idea you still felt that…"

"Really? Well guess what? I do. I still love you." Cat said before sighing. "Look at us. Wearing these stupid masks. Who are we, really? We have all these powers and act like we're ashamed of them." She pulls Peter in for a kiss through his mask. "Be with me. Together we can be whatever we want. Free from want. Free from responsibility. Free to have fun. You do like fun, don't you?" She asked the black-suited superhero.

Peter thinks to himself for a moment, as the symbiote clouds his better judgement with possible futures of him and Black Cat. The two of them ruling over New York City together as eternal lovers and rulers. But something else starts to cloud his mind. His relationship with her current lover, a girl from another world named Yang Xiao Long. The two not only are good friends, but they've both experienced serious losses in their lives, making their relationship more believable, and they both know the differences between right and wrong. And while his symbiotic mind wants to be with Felicia, his human heart wants to be with Yang, and that heart has weakened the symbiote enough to give him back control over his mind and give back his red-and-blue costume.

"Can't do that." Spidey has finally made up his mind and sadly pushes Felicia away from her grasp. "And you know it, Felicia." He said walking away from his ex.

"Can't, or won't?" Felicia asked him.

Peter turns to her for a second, "Same thing", before swinging off into the nightly skies, leaving Felicia heartbroken as she sees him off. Spidey lands far away from her apartment complex, knowing how badly he hurt her. "I'm truly sorry, Felicia, but I can't abandon who I am. My powers. My responsibilities. Those are things I can't misuse for my own benefit. Yang understands where I'm coming from. She wouldn't want me to become something I'm not just to satisfy her own needs. And besides, I don't think she would be too happy if I dumped her for you. Heck, I doubt even my black suit will save me from her unstoppable wrath. No it will not." He chuckled to himself before swinging back to catch up with Moon Knight.

Back with Felicia, she's still heartbroken from Spidey rejecting her until she hears a familiar voice. "Feeling down, Cat. That's unusual of you."

Felicia turns around to see Emerald walking up to her, alongside Cinder and Mercury. "What do you want, Em? I'm not in the mood." She takes a quick whiff of the air and gets a bad smell. "And what is that I smell?" She asked while covering her nose.

"Don't ask. We've been to places you wouldn't want to know." Mercury answered, not telling her about their trip down the sewers.

"Anyway, we need your help." Emerald told her.

"If it's another heist, ask me again at the end of the week." Cat said, turning away from her thieving partner.

"No, it's not that. We need your help in finding our missing teammate, Venom." Emerald told the Cat.

"Brock? What makes you think I know where they crazed monster is?" Cat asked, slightly angering Cinder in hearing her calling Eddie a monster, taking offense to that. "How about you go and ask Spider-Man? He's the symbiote expert. He was just here with his black suit not long ago."

"We want to deal with this problem ourselves. Venom's our teammate and it's our job to find him." Cinder answered her.

"Well sorry, but I'm not exactly in the mood to go out searching. Just had one doozy of a night with the Spider and Kingpin. But I think I might know someone who could help you." Felicia told them.

"Okay. Who?" Mercury asked her.

"Have you three ever heard of Frank Castle?" Felicia asked them.

"The Punisher? Yes we have heard of him and his 'work ethic'." Cinder answered, well aware that despite being a good guy, Punisher is willing to go to the extreme to save lives, almost like Venom in some ways.

Felicia walks into her room and takes out one of Punisher's card with his home address and phone number and gives it to Cinder. "Here. This should help you track the man down. Castle is far from what I call 'sweet', but I'm sure he's nice enough to lend you a hand to find a missing lug of tar."

"Thanks." Cinder replied, putting the card in her pocket. "Let's go." She and her team start leaving from the rooftop.

"There's something more to Venom's disappearance, right? Does it have anything to do with the Spider's black suit returning?" Cat asked Cinder before she runs off.

"Let's just say the worse has yet to come." Cinder said before jumping down from the roof.

"Well that was ominous. Might as well go take a shower before, what I presume, the end of the world happens." Cat said, walking inside her room for a shower and a nap.

* * *

 **Somewhere over at upstate New York**

 ** _"_** ** _OOOOOOOOOHHHHH! IT HURTS! IT HURTS!"_** A strange red monster that looks similar to Venom roars out in deep pain to the night sky, slowly walking over the corpses of the many victims he either sliced in half, stabbed, or all the above. **_"What can I do to ease this stinkin' pain?!"_** He asked himself while walking on the dirt road leading a forest.

As he continues walking, this crazed symbiote hears a low murmur not far from his area, **_"Hey! Show yourself! I can sense you want some playtime with me! BRING IT ON!"_** And jumping from the shadows, a symbiote Ursa Grimm lunges at this maniacal symbiote to kill but finds himself devoured and eaten whole. The red monstrosity gacks from the taste of that Grimm, **_"Ack! Ack! Bleh! That thing tasted worse than dirt! And I LOVE dirt! It almost tasted like that stupid, old man!"_** His chest pains begin again, hurting more than before, with something glowing a mysterious yellow inside of him, **_"Ahh come on! What it'll do to get rid of you?! I don't want it!"_**

The monster murderer walks around another bit until he stumbles upon a truck that seems to belong to the Kingpin. The monster kills the two men driving the vehicle before he opens the back of the truck, where he stumbles on hundreds of ISO-8 crystals and reactives, **_"Mmmm. Yummy snacks. Don't mind if I do."_** He begins to devour more and more of the ISO-8s until the whole truck is empty of them, but like before, this only makes his chest pains even worse. **_"Seriously?! I sensed those rocks thingies would've given me the strength to devour you and get rid of you, not make you stronger!"_** He begins to scream out to the sky, **_"Damn this thing! The thought of actually me doing this disgusts me! Why won't it go away? Arrrrgh! I will kill this thing if it's the last thing I do! I will kill Venom for giving birth to me for making me go through this! He will die and get chopped up into tiny Venom pieces, or my name isn't Carnage! I swear I will kill him!"_** The mass-murderer himself, Cletus Kasady, also known as the monster Carnage, laughs manically and crazily into the sky as his chest mysteriously glows.

* * *

 **BGM- Spider-Man: The Animated Series OST (1994)- Ending Theme**

 **Spider-Man: Sup, I'm Spider-Man. Have to help Moon Knight take care of Kingpin's goons. Apparently Fisk been using the tech from the recent inter-dimensional attacks involving Eggman, Ock, and Goblin for his own crimes. Can't he build this stuff himself? Anyways, got to find the source of these weapons before they get out of hand.**

 **Next time on Spider-Man and Cinder: Flaming Web of Light and Shadow-**

 ** _Birds of a Feather_**

 **Cinder: So, if we find Carnage, we find Venom. Okay, let's find this madman.**

* * *

 **KFX here: Yup, Carnage's here and has an important role in this story. If you know your Marvel history involving this monster, then you should guess what's happening to the guy. If you can't, find out soon.**


	7. Issue 6: Birds of a Feather

_Issue 6: Birds of a Feather_

 **Manhattan at Night**

Not having to worry about Black Cat causing trouble for the time being, The Spectacular Spider-Man swings through the night to meet up with Moon Knight on top of a rooftop where he parked his ship, so the two could figure out how to deal with Kingpin's men.

"Sup, Moony. Care to yell at me again on why you're here this beautiful evening?" Spidey asked the Knight with his usual sense of humor.

"Kingpin has launched a massive operation tonight." Moon Knight stoically replied.

"What? He made dinner plans? Spidey joked.

"He has assembled a large, well equipped force to hand out multiple operations simultaneously." The servant of the supposed moon god responded.

"He must be ordering take out." Spidey continued joking.

"Actually he seems to be taking out one high tech firm after another. Stealing technology and the ISO-8, destroying records; wreaking havoc upon the whole sector." The Lunar Knight continued talking, ignoring Peter's jokes.

"Why would he do that?" Spidey asked.

"Cause havoc in the markets, gain control over the use of valuable technology; there are many reasons." Spector said.

"Sounds like we may need to stop him." Peter said.

"His forces are already at large. The heist involving Black Cat was just the beginning. We have to deal with them first before we can move on the Kingpin himself." Moon Knight said.

"What can you tell me about the high tech thugs of Mayor McFatty Pants?" Peter asked Moon Knight while simultaneously making fun of the Kingpin.

"Their technology is geared towards high rise operations. Expect them to hit facilities in skyscrapers throughout the city. In addition to the fliers we encountered before, there are heavily armored troops as well." Moon Knight informed.

"Tell me about these new heavy duty thugs. How come they're so strong?" Spider-Man said.

"With the use of the ISO-8, and reverse-engineered stolen robotic parts from the recent dimensional attacks left by the scraps of the destroyed ISO-Emperor and the droids of the Goblin Nation, Kingpin has created a force of heavily armed and armored troops that allows them to walk on walls and much more. They must be destroyed." Moon Knight explained.

"Bigger they are, the harder I have to hit them, but sure, I'm on it." Spidey replied.

"And if you can, Spider-Man, bring an intact component or two from those gliders. That way I can analyze them and determine the source of the technology used by Kingpin's henchmen." Moon Knight added to Spider-Man's already hefty mission log.

"I'll see what I can do." Peter said before swinging off the rooftop.

* * *

 **BGM-Spider-Man: Web of Shadows OST-Kingpin Henchmen (Red Suit)**

The Amazing Spider-Man swings through the peaceful, night city of New York, only for that peace to be disturbed when Kingpin's armored thugs and gliders are fighting against the police and are setting up wall drills for a heist.

"We could use some serious back-up here!" One of the policemen said while repeatedly shooting one of the armored thugs with his little pistol, but the bullets just simply bounce off the high tech thug and would've clobbered the officer if Spider-Man didn't show up in time and beat him down with a single, powerful uppercut. "Thanks for the save, Spider-Man." The officer said to Spidey, happy to see the helpful Avenger backing them up.

"You're welcome, officer. Don't worry about these show-offs, I can handle them. Just keep the civilians safe." Spidey instructed the officer to keep the people safe.

"You got it, Spider-Man." The officer nodded as he goes to help out the civilians, allowing Spidey to take out Kingpin's trash.

The web-shooting Avenger shoots out two, strong web lines at the thugs with the high tech rifles, pulling them hard and smashing them down to the ground, knocking them out. "Knock, knock. Who's there? None of you guys." Spidey quipped as he begins beating down the regular grunts with powerful blows to the chest and face. Peter rips off part of the ground with his webbing and twirls it around to knock out the grunts with the hard concrete combo chain. The ultimate wall-crawler looks up to see the armored thugs climbing the walls with their boots, using the drill to dig deep into the building for whatever heist Kingpin wants them to do. "You junkies are starting to give us wall-crawlers a bad name." Spidey web zips to the wall and starts using his spectacular wall-crawling fighting style to beat them down before destroying the drill. "When it comes to wall crawling, I'm number one!" He said.

"Yeah. Number one to get blasted into microscopic bug pieces!" A glider person said, using his gun to shoot at Spidey along with the rest of his flying buddies.

Spidey dodges and jumps away from the wall to avoid getting blasted in the chest right in the line of fire of one of the goons, standing on his flying mobile. "Hi! Is this the ferry to Stanton Island?" He quipped before dodging another blast in the face. He swings under the man's glider and steals a couple of components for Moon Knight to use to find the source of the weapons and tech. "Okay. With this in my hands, I can finally say adios and get off this ride." He said to himself, attaching multiple web lines to the other gliders before tugging them together, causing the riders to fall off and the gliders destroyed upon getting collided with each other. Spidey webs up the remaining criminals and leaves them for the police so he could meet back up with Moon Knight.

 **BGM End**

* * *

After taking care of a few more heists along the trip back to the meet up location, Spidey meets back with Moon Knight and gives him the glider components needed to find the source of Kingpin's tech.

"You have stopped much of Kingpin's scheme, Spider-Man." Moon Knight said to thank Peter for his efforts in the war against Kingpin.

"Eh, all in a night's work." Spidey replied.

"With these components you retrieved, we should be able to find the source of Kingpin's weapons." Moon Knight said.

"Let's hope so. How long will it take for you to finish your analysis?" Spidey asked.

"Without trouble, I say by the time the sun rises." Moon Knight answered.

"Sooo the morning then. Alright, at least I could catch a few hours of sleep and do other stuff that doesn't involve getting shot at 24/7, like getting yelled out by a grumpy old man" Spidey said before yawning in tiredness. "I'm not looking forward to tomorrow."

"Sleep well, Spider-Man. You'll need your strength for the coming battles tomorrow. May Khonshu protect you." Moon Knight said.

Spidey raised an eyebrow, thinking he's crazy in believing a god that most likely doesn't exist, "Yeaaaah. Um, tell him I said hi." Peter then waves farewell to Moon Knight before swinging off back to Queens to get some rest for tomorrow, having no idea that tomorrow is when things get a WHOLE lot stranger for him.

* * *

 **Next Morning at an Apartment building**

Inside a worn down apartment room there is a stoic looking man with black hair and blue eyes waking up from his tear-up bed. The man takes a quick shower before putting on his black shirt that has a white skull splashed across the front. He wears his trench coat, his bulletproof vest, everything he needs for work today, along with his trusty guns locked and loaded.

After locking up his small room, the man walks out the building from the back and heads towards his customized van filled to the brim with weapons and equipment that would make even S.H.I.E.L.D. wince a bit on how much firing power this man has in a small vehicle. And just before he enters his van, he hears a female voice calling his name.

"Frank Castle?"

The man, now known as Frank Castle, also known as the deadly mercenary of justice, the Punisher, turns around to meet a smiling Cinder Fall and her small team of misfits walk over to his location.

"Cinder Fall, I presume?" Castle asked the crimson-dressed woman.

"That is correct, Punisher. I'm very glad that you've accepted our help." Cinder said to the Punisher, after using the business card Black Cat gave her last night to call this dangerous man up to help in their search for Venom and hopefully Salem.

"Don't mention it. The minute I heard that alien is dangerously on the loose doing who knows what in this city, I might as well do something about it. Unfortunately, though, I have somewhere to be out of the city right this instant." Frank said.

Cinder puts her palm in the air as a means to stop him from talking, "That's alright, Castle. All we need are tips and information to find Venom. We can handle the rest. So, what do you know that could help us find him?"

"Hmmm…" Frank leans onto his van as he thinks about what he's about to say. "What I'm about to tell you might get you killed, but something tells me you three could probably handle yourselves, so I'll go out and say it." He said to the resident baddies from Remnant. "If you want to find Venom, I suggest you go find his son."

"Venom has a son?" Emerald asked, looking a little confused.

"You two already have a child?" Mercury jokingly asked and teased Cinder about her 'supposed' relationship between her and Brock, only to immediately shut his mouth in fear when he sees her eyes blaring in flames.

Cinder quickly calms down before turning back to Frank Castle, "You're talking about the mass-murderer, Cletus Kasady, correct? I've heard of him."

"And I'm sure you've heard about his twisted, alter-ego called Carnage." Frank said to Cinder. "Since those two freaks share a freaky 'father/son' link, they have the ability to locate one another from extremely far distances."

"So if we find Carnage, he can lead us to Venom when properly motivated." Cinder said, piecing what she's hearing together.

Frank nods before going inside his van and takes out a few notes and pictures that shows dead bodies all over the image and gives them to Cinder. "Last sightings of Carnage said he was over at Upstate New York last night, killing dozens of innocent bystanders as his sick way of passing time. You could start there. I have a gut feeling he's still in the area, but like I said, be careful and extremely dangerous, because the way I see it, that monster is the most dangerous thing to ever exist on this, or any world. Approach with tremendous caution." He warned Cinder and her team when they find Carnage.

"Hmph. Oh please. I've faced worse monsters than this guy. What's the worst that could happen?" Cinder asked with a cocky smile, not knowing that her encounter with Carnage is gonna change her life forever.

* * *

 **On top of the Daily Bugle**

"Sheesh, was Jameson grumpy this morning, or is that every morning with that mustached clown?" Peter asked himself while putting on his Spider-Man costume in secret. As he puts on his mask, he gets a call from Moon Knight through his suit's HUD comms, "You have just reached the most spectacular spider-person you'll ever talk to. What do you need, Moon Knight? Have you finished the analysis?"

 _"_ _Almost, but in the meantime I have another assignment for you. I've received information that the Kingpin's men may be making an attempt to rob or destroy the Daily Bugle. Are you familiar with it?"_ Moon Knight asked the webhead, who so happens to be already standing on top of the building in mention.

"Uh, yeah, sure. Why?" Spidey awkwardly asked, since he works for the Daily Bugle and is already here.

 _"_ _I suggest you go there at once. It may be a diversion so I will monitor Fisk Industries for unusual activity. Moon Knight out."_ And the always serious lunar fighter cuts off transmission.

"Oookay, I'm here, but I'm not seeing any…" Spidey stops talking as he hears police sirens 60 floors down on the streets. He leaps over to the edge to find a couple of police cars heading to the danger, which so happens to NOT be happening at the Daily Bugle. "I've got a feeling that the Bugle is not the target." He deduced the obvious before catching up with the police cars to their destination.

* * *

 **New York Courthouse**

 **BGM-Spider-Man: Web of Shadows OST-Kingpin Henchmen (Red Suit) (Ver.2)**

Peter chases the police cars to the local courthouse in the middle of Manhattan, where Kingpin's heavily armed, tech-out thugs are at war with the cops and trying to make a mess of the courtyard. "It's the courthouse. Clever, using the Bugle as a false lead." Peter said before swing-kicking a few tech goons from the back.

"Spider-Man sighted! Get him!" One of the tech thugs informed the rest of his team to focus on taking down Spider-Man.

A couple of the regular grunts start shooting their laser bullets at Spider-Man, only to miss terribly because of his quick reflexes and agility, "Guys, I told you, I don't have time to accept fan mail." Peter quipped, web yanking their rifles away before smacking them down with the brute force of their own weapons.

As an unstoppable force of between strength and speed, Spidey manages to clear up most of the first wave of baddies that were giving the police some trouble before he turns his attention to the remaining forces. "Hope you're ready, second-rate Iron Men! I'm just warming up!" He taunted the goons while flexing his arms and legs in an effort to mock them, which does work as they all start running towards the brave and fearless web-slinger, only to be all knocked down by a mysterious looking whip-like weapon that short-circuits their armor. "Huh? Did I do that? Was my taunting too much for them that their armor shut down?" Peter asked himself as he has no idea what just happened with those goons.

"Spidey!" A teenage, female, disembodied voice calls out Peter's name right next to the kid, scaring him for a bit until he recognized the voice.

"Wait. That voice. Is that…" Peter starts to see the body of a teenage girl appearing right in front of his eyes, sporting a brown ponytail and dark spots on some parts of her tan skin while wearing a stealth suit. "Hey! It's llia! How ya been? I haven't seen you in ages!" He happily said, recognizing his faunus friend from Remnant.

"Nice to see you too, Spider-Man." Llia replied with a smile, as she's too happy to see her human friend/hero.

"What are you doing here?" Spidey questions her surprise appearance here in New York. Before llia could answer, the hero's spider-sense tingles to point him towards a second wave of Kingpin's men dropping down from a glider in front of the courthouse, with one of the heavily armored punks attaching a bomb to the front of the building.

"Spider-Man! Get to the bombs! They're trying to blow up the courthouse!" A NYPD officer informed Spider-Man, pointing him to the direction of a container that will contain the bomb when they explode.

"We can catch up later. For now, let's stop these idiots from blowing up this building." Llia said to the Spider with her whip blade in hand.

"You said it, inviso-girl. I'll take care of the bombs. You distract the mooks while I do." Spidey explained the plan to her.

"Got it." She replied, taking off to fight against the armored thugs while Spidey goes to one of the ticking time bombs and attach it to his back.

"Heads up! I have a live one!" Spidey said, swinging to one of the bomb squad containers, safely putting the bomb inside and letting the lid cover the explosion.

Meanwhile, llia is doing her best in fending off the armored crooks with her blade, leaving some painful scratches on their tech before short-circuiting their armor with her electric whip powered by some ISO-Dust. "You humans are so predictable in combat that you're not making this any fun." She quipped before taking out a big, heavily armed goon. "How you doing, Spidey?" She asked the web-slinging superhero as he carries another bomb.

"I'm fearing for my life if this thing goes off!" Spidey responded, jumping in the air to avoid gunfire from the resistance. "Hey! Don't shoot the superhero with the bomb, thank you very much!" He said, delivering another bomb to the bomb squad.

"Do you deal with this kind of mess every day?" llia asked Peter, enwrapping her whip around one crook before throwing him to a small group beside her.

"Short version: Yes! Long version…Yes!" Spidey replied while taking another bomb to the disposal unit. "Thanks fellas. I got a _bang_ out of that." He chuckled, causing some of the officers and llia to groan at his terrible pun. "Sorry. I can't help it sometimes." He said before swinging over to llia.

"Nice to see your sense of humor hasn't changed since I last saw you." Llia said to the Spider after taking care of the second wave of crooks and thugs.

"Hey, don't be jealous. Stick by me long enough and you might pick up some of my good jokes in no time." Spidey said to the chameleon faunus.

Llia let out a small chuckle, "I rather not."

The two friends then look up when they hear the sounds of helicopters closing in to the courthouse. Two of those helicopters are carrying very big, heavily equipped red mech vehicles that are using their mini-missiles and machine guns to destroy the courthouse.

"These guys really don't like this courthouse, do they?" llia asked nonchalantly.

"They probably want to remodel it to a pizzeria or something." Spidey replied before they take off to fight against the mech suits.

The two teen heroes each take on a mech suit, both proving to be formidable like the other. "And here I thought I wouldn't be fighting another mech of destruction in the same year, this one sporting red instead of green." Llia quipped, using her electric blade to slash through the legs, causing the mech to tumble over and blow up, causing the guy piloting the thing to launch in the air and land back down unconscious.

While dodging the remaining mech's many missiles, Spidey puts on his black suit and lands right next to a stationary, and already beat up car. He then uses his monstrous strength to lift the car up with tremendous ease, "Now it's time I show you my ride." He said with a serious voice, throwing the car at the mech, stunning it for a short while. The dark and menacing looking Spider-Man hops onto one of the mech's arms and takes out its gun before lifting up the closed-off cockpit, revealing the dude piloting it before he forcibly tosses him out, pushing a button in the controls to leave the mech powerless and then blow up.

Now with their best weapons destroyed and no more bombs to use, the remaining troops of Kingpin's forces run back to one of the helicopters picking them up. "The mission's blown!" One of the goons said as they head inside the copter and then retreating to fight another day.

 **BGM End**

With the courthouse safe and sound, the police start a full investigation and clean up while the two heroes from two dimensions have a nice chat between one another. "Nice black suit. What? You trying to rip of Blake's style of clothing?" llia asked the black-suited Spider-Man with a smirk on her face.

"If only you knew the dark secrets this suit has hidden deep within." Spidey replied before taking off the black suit. "Anyways, thanks for the assist, llia, but, why are you here on Earth?" Spidey asked his faunus friend.

"I thought I drop by the Xavier Institute for a quick hello with my mutant pals. Then I decided to take a small tour of the city before I headed back, but then I saw you here in danger and thought I should help." Llia explained her surprise visit to Earth.

"Well again, thanks for the help. Really, you have no idea how busy I've been these last few days." Spidey told her.

"So who were those guys we just fought?" llia asked the identities of the thugs.

"They work for biggest, and I do mean biggest, crime boss this city has to offer: The Kingpin. Me and my crazy pal Moon Knight have been on his case for the past few hours trying to stop all his heists and robbery." Spider-Man explained his story and mix-up in this mess.

"Sounds almost like the White Fang if they're under Adam's rule. Guess I should stay here a bit longer. Find out what I could do to help." Llia said, wanting to help out her friend and the city he loves and protects.

"That would be great. Thanks." Peter responds.

"Anything for Remnant's greatest hero." Llia said to Peter with a smile.

"Ah stop. You're making me blush." Spidey replied while scratching his cheek in embarrassment. "Come on. I'll take you to Moon Knight. See what that nutjob wants us to do that might get us killed." He said, holding onto llia so they could swing over to Moon Knight's location.

* * *

 **Back on the rooftop with Moon Knight**

The Spider and the chameleon faunus show up to where Moon Knight is already waiting for them. "Spider-Man. Who's the civilian with you?" Moon Knight asked on llia's appearance.

"Her name is llia. She's a friend of mine. Said she wants to help." Spider-Man explained for her.

"Then Khonshu thanks you for coming to our aid." Moon Knight said to the teenage faunus.

Llia turns to Spider-Man for a quick second. "Who?" She asked on who this 'Khonshu' person or thing is.

"Don't ask." Spidey simply replied before they both focus on what Moon Knight has to say to them.

"Spider-Man. From what I gathered recently, the Bugle was apparently a false lead." Moon Knight informed the obvious to Spider-Man and llia.

"I figured that out halfway through the huge battle at the courthouse. I'm smart that way." Spidey replied.

"I followed some of Kingpin's men. The few that survived disappeared not far from here." The Lunar Knight informed the heroes.

"They're probably rocking the secret base thing. Henchmen tend to do that." Spider-Man joked

"Do you know where their base's at?" llia asked Moon Knight.

"I do. We must investigate the location. It may be the source for their weapons." Moon Knight answered.

"My thinking exactly." Spidey agreed.

"Let us go at once."

"Yes, let us." Spidey replied to Moon Knight in an almost mocking fashion judging from his voice.

"I will reconnoiter the surrounding area for other possible bases." The white knight said.

"And we'll risk our necks by sneaking into the one you know about. Okay, fine." Spidey said, as knowing his luck, the base they're about to head to will be the right one.

"Good luck, Spider-Man, as to you, Ms. Llia." Moon Knight said.

"You too, happy reconnoitering."

"Stay safe, sir." Llia said before she and Spider-Man swing off to find the secret base somewhere in Manhattan.

* * *

 **Secret Base**

The spectacular duo between human and faunus arrive at the secret base in the middle of Manhattan where Kingpin's weapons are being manufactured. "This should be the place." Llia said as the two land on the rooftop.

Spider-Man uses his amazing strength to lift up the metal hatch planted on the wall. "After you." He said to the faunus with a formal hand motion.

"Why thank you." Llia respectively bowed in response before she drops down the hatch, with Spider-Man following her afterwards.

The duo stealthy infiltrate the base to avoid setting off any alarms and alerting their presence. After a while of moving pass security, they approach a corner leading to an open lab, and with any indication from Peter's spider-sense, this should be what they're looking for. "This place has all the tell-tell signs of a secret base." Spidey said as he and llia notice the man and the inventor for Kingpin's new toys: Adrian Toomes, aka, the Vulture. "Is this your new line of work? Goblins R' Us?" He joked to his feathered foe.

"Leave now while you still can." Vulture warned the Spider to stop pushing him to be lethal.

"I'm glad you found work in the criminal industries but-."

"I'm warning you, Spider-Man." Vulture interrupts the web-head from his constant prattling. Thanks to the new suit he built for himself, Toomes can telepathically summon his magnetic wing pieces from the floor one by one, letting them float in mid-air for a few seconds and commands them to swirl around his figure before they all line up in an arc. "I am more powerful than ever!" He proclaimed as he puts on his magnetic wings and gets ready to charge at the bug and his chameleon friend.

"Uh oh." Spidey and llia said at the same time before getting smashed through the rooftop window by the Vulture's tackle and then sent flying across the rooftop.

 **BGM-Spider-Man: Web of Shadows OST-Boss Fight (Medium)**

The fight against the old bird begins as the Vulture starts throwing his magnetic wings as deadly projectiles at the Spider, who begins running away, not wanting to be pierced by the old geezer. "Face me you little coward!" Vulture shouted at Spidey.

"Seriously! Did you buy a cliché book!? Where do you keep getting these from!?" Spider-Man replied while still running away from the wing blades.

Vulture resummons back his wings full and flies straight into Spider-Man, but the webhead notices this and rolls out of the way in time. Vulture quickly regains his flight formation and ascends into the air for some altitude, only to be pull back by a leg thanks to llia holding him down with her whip. "Isn't time for your nap, old man? Let's get you to bed, huh?" She quipped, definitely influenced by Spider-Man's cheerful and joking nature.

While Vulture struggles to break free from her grasp, Spidey takes this opportunity to jump into his line of sight and begins his fast, air-kicking combo onto the old geezer, ending with a front kick to the face and an axe kick to his head, breaking him free from llia's whip. "I'm gonna tear you to pieces and leave you two as stains on the sidewalk!" He threatened the kids, manipulating the air with his wings to unleashed nasty wind currents that send the teens back a few while on the rooftop.

The mad bird flies straight at Spider-Man to perform some close-quarters combat with his sharp wings, but the Spider keeps avoiding and running away from him, "You can't escape me!"

"Yes I can." Spidey retorted, leaping to the ground before launching himself towards the villainous bird with a double kick, sending him towards llia's direction so she could combo him with her whip blade, damaging him a bit until he releases an invisible air current that breaks free from her combo.

Vulture flies back up to the air when he sees his backup has arrived in the form of Kingpin's gliding henchmen. "It's about time you idiots showed up! Engage them at once!" The irritated Adrian Toomes ordered his troops on the gliders he built for them to attack Spider-Man and llia.

"Come on! Keep 'em busy boys!" One of the troopers said to his team, flying towards the heroes' direction while Vulture hovers far away from the battlefield, that way they could never reach him for combat.

"I'm not as acrobatic as you to reach him from that distance. You go. I'll handle the featherless flyers." Llia instructed Spider-Man to go after Vulture while she takes care of the goons on gliders.

"Got it!" Spidey replied, using the gliders' gliders as step-stones for him to reach Vulture while llia has an easy time taking care of them from the rooftop. "You fly, but you can't hide!" The bug-boy quipped while dodging the thrown wing blades from Vulture and begins web-striking him to keep himself in mid-air. "Now that I'm here, let's cluck those wings from chicken-man!" He joked while beating the wrinkles out of Toomes.

Now even more irritated from his constant joking, Toomes creates a mini tornado around himself. "I will destroy you!" He furiously said, using the tornado to blow away both Spidey and his men from his flying zone.

He menacingly charges at Peter as the boy lands back on the rooftop. "You will die today, Spider-Man!" Toomes said with his wings ready to execute the Spider, but his throat is enwrapped by llia's whip and is thrown across the arena like a pebble at a pond.

"Sorry, but could raincheck that death for him, please? Thank you." The camouflage faunus quipped with a smirk.

"Arrgh! Why won't you two stand and fight like adults!?" Vulture asked while throwing his blades at the heroic teenagers.

"Only if you play nice like us kids." Spidey playfully retorted, using his webbing to throw back his blades right at the old bird.

With every second, Vulture gets more and more frustrated as this battle drags out, furiously yelling in anger while airborne, using his wings to form a sword and tries to cut up the annoying children, but that fails since they keep dodging and jumping over the sword swings. He then decided to retreat far away from the building while his subordinates return to crush the kids.

"Hey old man! You've forgot to take your pills with you!" Spidey quipped, holding onto llia's arm and starts spinning in place to gain momentum, and when he does he throws llia like a lightning bullet and kicks him in the chest. Spidey starts to run off the edge of the rooftop while avoiding gunfire so he could fall off and activates his new web wings so he could easily glide in the air. "You're not the only one who rules the sky, birdy!" He said as he managed to maneuver himself towards the mid-air battle between llia and Vulture.

Spidey grabs a hold of one of Vulture's legs to launch himself up and teams up with llia to deliver the smack down on the old bird, causing him to lose altitude and start falling 70-stories high. Toomes tries to grab hold of one of the heroes, but llia smacks him away to the wall behind him. He then shoots his mechanical wings at the heroes, but Spidey deflects them away with his just his arms and then he and llia start using the wings as a means of walking across to catch up to Vulture and double kicking him back to the wall, but Toomes isn't done yet as he resummons his wings back to him and charges straight at spider and the faunus, but they successfully vault over him at the last second, leaving the bird wide open for a web throw and sent smack back to his wall. As they get closer and closer to the streets below, Vulture tries to finish them off as quickly as possible, trying to slice and dice the annoying pests with everything he's got, but they keep on dodging and dodging until finally they foot-stomped him in the chest and crushing him when they land on the ground with his back on the hard concrete, leaving the villain incapacitated.

"So what should we do with him now?" llia asked the Spider on how to deal with the beaten Vulture.

The black suit starts to form around Peter to give him his malicious idea but quickly rejects it, already thinking of a more embarrassing way to deal with Vulture. The Spider webs up the beaten bird to a nearby billboard so he won't be able to escape when the police arrive for him. "Sorry, old timer. Your flying days are over. Cops will be here soon to gather you up and put you back in the 'coop'. Coop…" Peter made another awful pun, but this time llia joins in on the chuckle as she thought it was a bit funny. "I'm on a role." He said before holding onto his faunus buddy and swinging off.

 **BGM End**

"That was fun, wasn't it?" Spidey asked llia while they are alone in the air.

"Beating up an old man dressed as a bird while taking on his flying thugs? Well, yeah! I don't get to do this crazy stuff back on Remnant unless somehow you're involved." Llia replied with a playful smile.

"I do have a knack of attracting the worst of trouble to our worlds. Hopefully we don't have to deal with anything TOO exciting anytime soon, but knowing my life, nothing is that simple." Spidey said to llia while they swing back to Moon Knight, not noticing the symbiotic stalker queen herself, Salem, was watching them from a nearby rooftop.

"Hmph. We think we've learned enough about you, Spider-Man, both in your power and mind, as well as what your gentle light and darkness of destruction you keep within your soul." Salem said to herself before using her GS ISO-8 to teleport herself to an unknown location in the city.

* * *

 **Infected** **Symbiote Hive**

 **BGM-Dragon Ball Super OST-A Bad Premonition**

Salem has teleported herself to her lair on Earth at an abandoned warehouse at a small, closed off section of Manhattan, which has been monstrously transformed to resemble a nasty hybrid of her own menacing domain back on Remnant and the corrupted environment found on the symbiotes' home world, filled with symbiotic trees and other weird creatures found in her hive.

The self-proclaimed Symbiote Queen walks through her hive, passing by her Grimm and human servants she and Venom has infected lately with the G-Symbiote, all bowing to her in respect to their master. She walks over to the black, human-infected symbiotes which she dubs Symbiote Snatchers, as they have captured a married couple and have brought them to her for their 'conversion'.

"Hey, what are you going to do to us?" The man asked Salem while the cute couple tremble in fear. Without words, Salem uses her hive home to form symbiotic mouths below the couple and commands it to engulf them, which turns them to another set of Symbiote Snatchers.

 ** _"_** ** _Our queen. We have brought your afternoon snack."_** Venom makes his appearance towards his master, lifting up a small, crying boy and his scared father with his tentacles.

Salem forms a malicious smile on her white-skinned face. "Thank you, Venom." She thanked her right-hand in command before unleashing the full-force of her symbiote on the child and father, completely devouring and eating them whole to feed her hunger. "Human flesh. Who knew you could taste so great, we wonder?" She asked before licking her mouth with prehensile tongue. "How's the replication process going, Venom?" She asked him as they walk around their base of symbiotic operations.

 ** _"_** ** _Hehe. We have already implanted hundreds of the pods hidden throughout the city, infecting more and more of the humans and converting them to our cause. Soon we will move forward to the next stage of the plan."_** Venom informed her on the progress of the symbiote conversion of the city.

"And what about young Cinder? Is that selfish pest destroyed yet?" Salem asked Venom, acting very unusual in wanting the destruction of her own protégée.

 ** _"_** ** _Don't worry. We plan on eradicating her soon enough. She will pay dearly if she thinks she's more special than us. More perfect than us."_** Venom replied, also acting very strangely in wanting Cinder dead, something Brock would never want on her, but what about his other?

"We hope so. Then what about the current location of 'Earth's Mightiest Heroes'?" Salem asked another question onto Venom.

 ** _"_** ** _Most of the heroes are currently off-world while some of the more annoying stragglers like Iron Man and Doctor Strange are VERY busy out of the country and won't be back for quite some time."_** Venom answered.

"Well just in case, we want you to set another distraction over at the supervillain prison called the Vault. That way some more heroes and part of S.H.I.E.L.D. will be pre-occupied, leaving New York almost completely defenseless." Salem ordered Venom.

 ** _"_** ** _Start a prison riot? We like that."_** Venom responded with his signature and creepy grin.

"Such foolish heroes. They are making our job so much easier. That's what we like about this world. The heroes like to focus on the bigger picture. Handle problems beyond the boundaries of their world, when the real danger was right here all along in the shadows." Salem said while walking with Venom.

 ** _"_** ** _That's what we symbiotes, we Klyntar, have been doing to other worlds for thousands of years. We have infected and consumed millions of civilizations and planets in this universe, until all is nothing and reborn as part of us."_** Venom gave Salem a brief history lesson on the Klyntar.

"And now Earth, and then Remnant, will soon be part of us and no one can stop the conversion, but in order to completely succeed, we must divide humanity and its heroes and place doubt into their minds, and any semblance of power they once had will wash away. It's why heroes like the Avengers were formed: To make up for their weakness as individuals, because alone against a powerful threat, they are overwhelmingly helpless." Salem said.

Venom starts laughing, **_"Soon this world will fall before us! All life will be consumed and remade into our image, as symbiotes, and there is nothing, NOTHING, the humans could do about it!"_** He continues laughing, with Salem forming a evilish smile in front of her, but just then and there, the two symbiote-possessed life forms sensed a powerful physic shock that forces them in their knees.

 **BGM End**

"W-What was that we sensed? A Symbiote? But this one is less developed than the others, so why is it far more powerful than the others." Salem asked in pain, wondering what symbiote has just, or will form soon enough.

 ** _"_** ** _Oh no…It's already happening?"_** Venom asked, seemingly knowing what's going on.

"What's happening? Venom, tell us what's going on?" Salem asked her henchman.

 ** _"_** ** _We thought you knew already, but fine we'll tell you."_** Venom said as he gets ready to explain. **_"What we just sensed was the sign of birth. The birth of a Pure Symbiote."_**

"Pure Symbiote?" Salem asked Venom on what he's talking about.

Venom nods before continuing his explanation, **_"In great Klyntar lore, once every 1,000 generations in our lineage, a Pure Symbiote is formed. Said to be the rarest breed of symbiotes, and because of that they are considered the strongest and most dangerous of our race. It is also said that a Pure Symbiote is born with a high risk of a psychotic breakdown and must be guided by their elders to reach their full potential."_**

"So then the day has come that a Pure Symbiote is about to be spawned?" Salem asked Venom.

 ** _"_** ** _Yes. We are considered number 998, as well as the symbiotes we've just formed since they are our exact replicas. But my accursed son, Carnage, is number 999."_** Venom answered.

"Which means Carnage is about to give birth to the most powerful symbiote in existence. Stronger than even the G-Symbiotes." Salem said.

 ** _"_** ** _We knew Carnage was going to give birth, but not this soon. Somehow that fool accelerated the birthing process."_** Venom said.

"It's the ISO-8. We can faintly sense the power of hundreds of the ISO-8 flowing through." Salem responded.

 ** _"_** ** _That moron! Now the Pure Symbiote will be more even powerful than spoken in lore! Are we about to witness the birth of the first ever Symbiote God?"_** Venom asked him, which starts to worry Salem. ** _"If so, we must take it from Carnage and mold it into our kind to destroy the Spider completely. Knowing that lunatic, he's probably hating the thought of giving birth to his superior and is desperately trying to kill it before it's even born. We must save it from his wrath."_**

"NO!" Salem shouted with her eyes glowing red.

 ** _"_** ** _No?"_**

"That Pure Symbiote HAS to be destroyed at all cost."

 ** _"_** ** _Why? In our possession of a Symbiote God, no one can ever beat us."_**

"But in the hands of the heroes, it could lead to our destruction." Salem replied. "You said it yourself. By the one-thousandth generation, the chances for a psychotic break-down are great, essentially giving that symbiote amnesia but retain its godlike strength. And if the off-chance Spider-Man were to possess this symbiote and control its power, we would stand no chance in expanding symbiote kind."

 ** _"_** ** _Or someone allied with the Spider and acts almost like that wall-crawling worm?"_** Venom asked, thinking very deeply, and I do mean deeply, about his next decision. He then grins after coming up with a solution, ** _"You're right. We hate to say it, but we're afraid our grandson must be stopped. Killed. Crushed. Get to him before the Spider does or Carnage does something else stupid. If you could be so kind, allow us to find Carnage. After all, he is our son."_**

"Pfft. Fine. Guess we'll go to the Vault and start the prison riot. Hate the thought of doing the dirty work, so we'll make this operation swift and quick so no one can see us." Salem said before walking pass Venom. "We're counting on the success of your mission, Venom. Don't fail us." She said before teleporting away from the hive.

 ** _"_** ** _Don't worry. We'll make sure everything goes exactly as plan."_** Venom said to himself, revealing a venomous grin, showing his monstrous teeth and chuckling through the shadows.

* * *

 **BGM- Spider-Man: The Animated Series OST (1994)- Ending Theme**

 **Spider-Man: Sup, I'm Spider-Man. Okay, Vulture's down, but we still have some of Kingpin's goons to clean up off the streets. Huh? What's up the people? Why are they acting so NOT human and trying to kill me? Then again, it wouldn't be the first time the public wants me dead, and-HEY! Wolverine! Raven! Stop trying to slice me up with your butter-knives and tell me what's going on?!**

 **Next time on Spider-Man and Cinder: Flaming Web of Light and Shadow-**

 ** _Sense of Dread_**

 **Cinder: I've finally found you, Carnage. You're going to help me unless you know what's good for you.**

* * *

 **KFX here: Before some of you ask, yes, I know the Klyntar are considered good guys in the Marvel universe, but that plot thread/retcon hasn't been revealed at the time of this story yet, so for now, everyone knows symbiotes as monsters that wants nothing more than total chaos. And I hope you all have been reading this chapter carefully, because it does hint about what's really going on with Salem, Venom, and some other plot threads that we'll explore later in this story.**

 **Note: This story's not only an adaptation of Web of Shadows, but it takes elements from the "Planet of the Symbiotes" and "Venom vs. Carnage" storylines from the comics.**


	8. Issue 7: Sense of Dread

_Issue 7: Sense of Dread_

 **Moon Knight's Rooftop**

With the Vulture defeated and his lair filled with his tech smashed, Spidey and his trusty pal from Remnant, llia, head back to meet up with Moon Knight for their next objective.

"Good work, you two, but I'm afraid I have some bad news." Moon Knight started the conversation when the teen heroes arrived.

"What seems to be the problem, Moon Knight?" llia asked the moon hero.

"Kingpin's forces are regrouping. They apparently had set up secret weapons caches and staging areas to continue their criminal operations." Moon Knight answered the faunus.

"Yeah, we know. A bid old smelly bird told us." Spidey spoke up with his response.

"I'm afraid I don't follow, but I have even more bad news. The maximum super-prison called the Vault is currently undergoing a massive prison break, with all the captured supervillains overtaking or escaping the premises." Moon Knight informed the two teens, surprising them.

"Should we go out and help?" llia asked.

"No. Both S.H.I.E.L.D. and other heroes already have the situation under control but it might take a while to recaptured the criminals and bring back order to the Vault." Moon Knight answered.

"A prison break? Who was dumb enough to launch a prison break at this hour?" Spidey asked, thinking something is up.

"S.H.I.E.L.D. is currently investigating. All we know is someone discreetly unlocked all the villains' cells and destroyed part of the compound with tremendous force. I've also heard police reports of some very strange behavior happening in this city at the moment." Moon Knight gives more and more bad news to the heroes.

"Really? Coming from you that's saying something." Spidey said.

"This could be serious, Spider-Man."

"Sorry. I'm listening."

"There have been an unusually high number of assaults and mysterious medical emergencies." Moon Knight informed the teens.

"First a sudden prison riot and now mysterious medical emergencies?" llia asked, wondering if this is some coincidence that these two, mysterious events are somehow related to each other.

"Must be something in the air." Spider-Man said.

"That is my fear exactly." Moon Knight said.

"Oh. Okay, one thing at a time. I'm going to shut down Kingpin's night of fun, but I'll keep an eye out for anything weirder than usual." Spidey said.

"Meanwhile I'll investigate these assaults. Check out all the hospitals. Find out the cause of what's really going on." Llia said, wanting to get to the bottom of these emergencies happening in the city.

"Great plan. I'll do the same. Be careful everyone." Moon Knight said before all three split up to take care of their respective missions.

* * *

 **BGM-Spider-Man: Web of Shadows OST-Kingpin Henchmen (Red Suit) (Intense)**

With great haste, Spider-Man swings off and reaches one of Kingpin's staging area, already seeing a whole army of Kingy's armed glider men and his wall-running high tech, armored squadron. Even against impossible odds, Spidey still remains cheerful and jokeful when they spotted him, "Hi guys! Couldn't start the party without me, huh?"

Spidey swings kick a couple of the armored thugs attached to the wall, causing them to fall to the lower levels. The bug boy lets go of his web line and strikes another at one of the gliders, pulling himself towards the scared thug and begins juggling him in the air before drop kicking him to his doom, safely of course. He shoots out another web to the wall and sticks to it like the spider kid he is, facing off against the whole armored squadron running up to smash his face to the window. "You guys must really love me, don't ya?" He joked, jumping over two of the big boys and slapping their heads together, "Can't blame ya. I can be quite irresistible." He uses his organic webbing to create a web scythe and begins striking down more wall-running goons from their armors with impressive skill and finesse, increasing the size with his webbing to attack from far distances. "Ruby would be so jealous if she saw me now." Spidey said to himself, tossing his scythe into the air like a frisbee at the small army of air-riding glider men, knocking them all down one by one. To finish off the fight, Spidey jumps back into the air, into the middle of the remaining goons in the area and surrounds himself in thick web dome, and after another second, he causes it to explode from within, shattering his webbing all across the air, tying up or knocking out the remaining thugs.

 **BGM End**

"And that's a wrap! Now let's see what's topside." Spidey web zips to the top of the skyscraper and finds the last remaining armored up goons that's asking for a beating. "Hi. You're being evicted." Spidey said to greet and scare the goons.

"Clear the roof." One of the thugs said, knowing that they don't stand a chance against Spider-Man. But then out of nowhere and with no warning, both the thugs and Spider-Man notice something very, very strange approaching them from the walls. A number of 'regular' civilians all acting deranged and unstable, wall-crawling up the wall, snarling like they are monsters and attacking and killing Kingpin's men before they turned their attention to Spider-Man.

 _"This one…This one…"_ Some of the deranged New Yorkers said when they approach Spider-Man.

 **BGM-Spider-Man: Web of Shadows OST-Courthouse (Ver. 2)**

"This is bad! Really bad!" Spidey said, confused and scared out of his mind on what's gotten into the people. Not knowing what's gotten into them, Peter dodges all the deranged civilians, holding back immensely so he won't harm them. "What has gotten into all of you?! Why are you attacking me?!" Peter tries to make conversation with the abnormal humans, but all they reply with are grunts and snarls, lunging at Peter repeatedly in an effort to kill him. "Seriously! What is up with these guys! Are they even human?!" Spidey asked himself, webbing up the lunatic civilians so he won't have to hurt them, but even his super strong webbing won't work on them, as they easily break free from it and resume their attack onto the webhead, "Come on! You're not making this easy!"

As he continues to evade fighting the sick people, one of them grabs onto Spidey and begins biting on his neck, with the Spider struggling to knock him away until he is forced to put on his black suit and send him flying with a single punch. "We aren't playing Resident Evil, so that trick won't work on me!" He said before more civilians lunge at the black bug, knocking them all away with a tendril whip, and hopes he didn't kill them. Fortunately, and at the same time unfortunately, the crazy people lived and renew their attack onto Spider-Man. With no other option, Spider-Man is forced to fight back with all his might, using the destructive power of his black suit to shoot out multiple tentacles from across his body and grabbing as many abnormal humans as he can, smacking them to the ground before sending them flying from the roof.

A police helicopter arrives to the staging area, where the good officers see the Black-Suited Spider-Man throw 'innocent' civilians off the rooftop, forcing themselves to point their gun at the hero they thought he was. "Spider-Man! Stand down!" One of the NYPD officers said to Spidey, who is currently struggling holding off a deranged civilian at bay.

"Freeze! Back away from those people NOW mister!" Another cop warned Spidey if he knows what's good for him.

"No! You don't understand! They attacked me! They're not normal! They might…" Spidey accidentally throws the sick civie off the rooftop in front of the officers' eyes, forcing themselves to shoot at Spider-Man, forcing the hero to dive bomb off the rooftop and land on another one at the lower levels where they can't see him. "I get attacked and then I get shot at. How's that fair?" Spider-Man asked himself, or breaking the fourth wall and asking the audience, who knows?

 **BGM End**

* * *

 **Moon Knight's Rooftop**

Not wanting to deal with the police for the time being and still greatly confused on why those people on the roof attacked him, Red-Suit Spidey swings back to the rooftop where Moon Knight is intensely waiting for the hero's return. "You have much to answer for." He said, sounding a little angry at the spider hero.

"I do?" Spidey asked, confused on what he's talking about.

"Those people on the roof-." Moon Knight referring back to the homicide Spider-Man committed earlier.

"T-There was a reason for that." Spidey said to defend himself.

"There can be no reason for throwing innocent-!"

"It wasn't moon god vengeance, but it was something that needed to happen. I didn't let anyone get hurt." Spidey gave his reason to Moon Knight, who still doesn't seem all that convinced.

"You took a great risk! The authorities-!"

"Usually want to shoot me anyway, if we want to be honest." Spidey interrupted him.

"You worry me, Spider-Man. The Black Suit." Moon Knight said, knowing full on well on how corrupt that alien symbiote could do to people, good or bad.

"Is under control just fine." Spidey responded.

"I see."

"Oh, come on. Don't treat me like I'm an addict saying I can quit any time. I'd love to get this thing off of me, I just haven't figured out how yet." Spidey said.

"Indeed."

"I don't like having an alien live on my skin, if that's what you're thinking. It creeps me out just as much as anybody." Spidey replied to Moon Knight's simple comment.

"So why not focus your energies on its removal?" Moon Knight asked the wall-crawler.

"And ignore everything going on in the city? People need help, Moon Knight." Spidey replied.

"You are not the only one who can help." Moon Knight said.

"I AM the only one who understands what's happening. I AM the only one who knows, really KNOWS what we're fighting." Spidey responded.

"Are you sure you know what you are fighting against?" Moon Knight asked his friend.

"This could be really serious. More than Kingpin's big night of crime." Spider-Man answered.

"As you say."

Peter sighed before he continues talking, "Look. I have to find out if there are others like those people on the roof. I have a bad feeling about this."

"No need. Already done that."

Spider-Man and Moon Knight turn around to see llia walking up to them after completing her mission. "llia, what happened at the hospitals?" Spidey asked his faunus friend from another dimension.

"It was terrible. The moment I went inside one, all the patients went crazy and started killing people left and right. It was a massacre. I was forced to take down a few before I left, and as I got here, I saw more chaos happening on the streets with civilians wreaking havoc everywhere." Llia informed the two, other heroes, which does leave them a bit shocked on the news they're hearing. "I don't know what's gotten into them, but I do know they're clearly not human anymore, or even mutants for that matter." She said with a sad face.

"This is a strange case that we need to look into immediately. Let us start an investigation at once. I too must know the truth behind epidemic." Moon Knight said.

"I gained some intel before I arrived of some strange incidents at a place called Hell's Kitchen. Does anyone know where that is?" llia asked the other two heroes.

"I do. I'll look into it. The rest of you find out any more about these deranged civilians." Spidey said to his friends, and after receiving an understanding nod, Spidey swings off to Hell's Kitchen to investigate the incidents over there. As he swings over to Hell's Kitchen, a creepy thought entered Peter's brain and refused to leave, as he might have a guess on who's causing this whole mess. _"Venom... Could he and Cinder be the ones behind this? After my fight with him, I became all symbiody again. But…what if there was more to it? What if it was somehow spreading? I mean the guy did have a powerful double aura and almost killed me, not to mention he acted way different and looked different from before. Could this… 'infection' already be everywhere, or am I just nuts? Just what is going on? Either way, I have to make sure."_

* * *

 **Hell's Kitchen**

The Spectacular Spider-Man made his way to a section of Hell's Kitchen, landing on top of a rooftop walks around a bit until his spider-sense tingles him to danger. "I've got the feeling that someone…nasty…" He quickly turns to find his fellow friend mutant, Logan, also known as Wolverine, running up to Spidey, lunging at the kid with a growl, only to miss and fall to the square ground surrounded by buildings, with Spidey falling down to check on the grumpy mutant. "And it's nice to see you too, Logan." He said to the mutant. His spider-sense then tingles to another danger, quickly jumping away from a vertical sword slash that belonged to a black-haired woman with red eyes that Peter hasn't seen in a long time. "Raven?! What the hell are you doing here?! And why were you trying to give me a premature haircut?!" Spidey asked Raven Branwen, Yang's mother and the leader of the Branwen tribe from Remnant.

"He definitely sounds as irritating as Spider-Man." Raven said to Logan as he gets up.

"Yeah, but he doesn't smell right. He's one of them." Wolverine replied to the woman.

"One of who? One of- Wait! You can smell the-." Spider-Man quickly understands the situation, and he is not liking it one bit.

"Yeah, and you're one of them, bub." Wolverine said as he and Raven get their respective sharp knives out to fight Spider-Man, thinking he's in league with the deranged monsters that's been popping out recently across the city.

 **BGM-Spider-Man: Web of Shadows OST-Boss**

To start this misinformed fight, Wolverine growling charges at Spidey with his claws popped out, only for Peter to side-step from the danger, only for a second later to confront Raven and her red blade of death, leaping away just in time before she could cut his head off. "Are you two crazy?! Why are you trying to kill me?!" Spider-Man asked the crazed anti-heroes, thinking they're more insane than usual. Wolverine comes to the Spider's right, coming in for a full-frontal assault, but misses a bit thanks to Spidey's ridiculous speed and reflexes. Peter counters with a powerful kick to the mutant's chest, "If I did anything to offend you before, I apologize! So can we please stop fighting and talk?!" No one responds to Peter's question except for Raven using her sword to combo attack the dodging Spider and is then webbed to the face and pulled to the ground to eat dirt before being thrown to a nearby trash can.

A bit wounded, and even more agitated, Raven uses the red ISO-8 crystal she acquired during the last inter-dimensional crisis, using its power to electrify her hands and sword and charges at Spider-Man with a battle cry, letting out a horizontal, electric swipe with her sword but misses when Spidey back-flips to the wall behind him, avoiding the danger. "Wished you had wall-crawling powers now huh, bird lady?!" He mocked her, angering the Huntress.

Peter's spider-senses tingles him to Wolverine approaching him from the wall by sticking his claws deep to it, repeatedly trying to stab the Spider over and over again only to keep missing, "Seriously! What is up with everyone trying to kill me today?!" Spider-Man webs up his face and throws him at Raven, knocking his elders away from him. Spidey lands back onto the ground, "Can we please stop fighting so I won't have to embarrass you old timers any more than I have to?"

"Not after you've answered a few questions of ours." Raven finally said a word to the webhead after trying to kill him.

"First question: What are your parent's names?" Wolverine starts asking a few questions that the real Spider-Man should know.

"Richard and Mary. That's sure not on my online wiki entry." Spidey answered correctly.

"Hmph. Correct, but we're still not sure if it's really you." Wolverine said, just barely convinced that it could be Peter talking to them.

"Okay, next question: Where did we find the ship that brought us to Goblin Island?" Raven asked the next question, referring to the few times she and Spidey teamed up during the Goblin Nation crisis back on Remnant.

"Wasn't it called Forever Fall? Does that forest really go on forever?" Spidey answered correctly again.

"Maybe he is telling the truth." Raven said quietly that only Wolverine could hear her.

"Maybe-Wait! Hold on, bubs!" Wolverine smells something foul in the air and notices a few of the deranged civilians coming after them in their little playground. "Nice move bringing your pals along!" He said to Spider-Man, thinking he may have a hand in this.

"Oh no." Spidey said, not wanting to deal with more trouble.

"Don't go away now." Raven said to Spidey wearing an uncomfortable smile. She and Wolverine take a break from asking Spidey questions so they could fight against the crazed residents. Wolverine unleashes his berserker barrage technique to shred down half of the crazies to tiny pieces, while Raven chops most of them in a single, lightning fast strike. She then spots Spider-Man fighting against the other crazies. "Fighting against your own kind? Wasn't expecting that!" She said with a smile.

"I'm telling you, I'm not part of them!" Spidey argued while continuously webbing up the crazed monkeys.

"Oh yeah? So why do you have that black suit on ya?" Wolverine points to Spidey's suit, which strangely formed itself to the black suit on without Peter noticing, possibly reacting to the strange humans that are attacking them.

"What the?! It's not what you think!" Spidey immediately retorted, but it doesn't matter as after the threat has been neutralized, Wolverine and Raven rush back to fight against the Black-Suited Spider-Man, teaming up with one another to get some good hits on him before being countered back by a tendril explosion from his suit. "I'm telling you it's me! You have to believe me!" He said while taking off the black suit.

"If it really is you, tell us: Where did you first wear the Black Suit?" Wolverine asked the kid another question to prove his innocence.

"Battleworld. Not very peaceful there." Peter answered correctly.

"I'm listening." Wolverine said, slowly starting to believe it's really Spider-Man.

"Next question: Who's the crazy old fool that gave me and my brother magic that allows us to transform into birds?" Raven asked the next question.

"You mean Ozpin? I wouldn't consider him crazy. Old? Yes. Extremely yes. Crazy? Okay, maybe a little." Peter answered correct again.

"He's starting to make some sense. Maybe he is the real deal." Raven said to Logan.

"Uh guys!"

The Huntress, the mutant, and the Spider turn around to see Raven's twin brother and a bit of drunk, Qrow Branwen, running towards them while being chased by more deranged people.

"Qrow?!" Spidey calls out to the fellow Huntsman.

"Hey Spidey! Long time no see!" Qrow replied before slicing up the crazies before they claw off his face. "Hands off the threads! I just got this cleaned!" He quipped.

Logan pops back his claws. "Here we go again!" He said as the four heroes work together to defeat the crazies by using some amazing teamwork, with Spidey and Qrow working together along with Raven and Wolverine, and in just under a minute, they've eradicated the insane from trying to feast on them.

"Alright, could we stop all the-?" Before he could finish, Spidey had to jump away from another combined attack from Wolverine and Raven. "Would you quit doing that?!" He asked the real crazy ones in the area.

"Hey, hey! What's going on here while I was gone?" Qrow asked his sister and Wolverine on why they are trying to kill Spider-Man.

"We want to know if 'Spider-Man' here really is who he says he is." Raven answered her annoying twin brother.

"And killing him is the best way to determine that?!" Qrow responded.

"We've also asked him some questions and so far he's hit the nose, but we're still not sure if-." Wolverine spoke up with his reason.

"Alright, alright! I get it!" Qrow said before he turns his attention to Spidey in front of him. "Okay. I'm gonna ask you one last question. If you answer this right, that proves you're the real Spider-Man."

"Let's get it over with already. I don't want the two-legged bird and her ugly mutt staring at me any longer." Spidey joked, irritating Raven and Wolverine.

"Alright, fine: Between me and James Ironwood, which one of us is more handsome and has a better chance of getting date?" Qrow asked the final question for Peter to answer to prove he's real.

"Seriously?" Raven asked while crossing her arms, wondering why the heck his brother asked a stupid question like that.

Peter, however, just laughs out loud from hearing that question. "Between you and Jimmy?! Neither, of course! I don't see you guys getting any dates for prom anytime soon with how old you're getting."

 **BGM End**

Qrow shamefully sighed, "Yup, that's Peter alright. Doesn't hold back when it comes to the truth." He said before a whining groan, which causes Raven to chuckle at his expense.

"Okay, your right, he's not just irritating. He's definitely Spider-Man." Wolverine said, sheathing his claws.

"Glad we could figure that out without gutting me." Spider-Man said as he can finally breath and relax while not having to worry about being gutted.

"If that thing gets control over you, gutting his still an option. Got it?" Logan asked while walking up to Peter, popping out one hand with his claws ready to do what might be necessary, only for Spidey to gently push it away from his scarless face. "Anyways, I think we can help you out with this 'who's got a case of alien worms in them' business." He said to the Spider as Qrow and Raven approach the two.

"Tell me what you have in mind." Spidey said.

"When I detect one of these freaks, I'll point them out, then you try tuning that Spider-Sense stuff of yours to it." The mutant told the Spider on the plan.

"I'll give it my best." The web headed kid replied.

"C'mon. I think I spotted a group of them as I got here. Follow me." Qrow said as the four, experienced heroes from two dimensions team up and follow Qrow to the aliens.

* * *

In a narrow alleyway somewhere in the city, the heroes arrive to where Qrow saw more of the 'deranged', but all they could find are normal men talking to each other in a normal fashion. "Alright. There are several of them in that group right there." Qrow points them to that same group of normals.

"Right where?" Spidey asked confused.

Raven sighed at his stupidness, "Look." She walks over with her big blade already out in her hand and points it at the 'civilians' as a means to threaten them, causing them to go feral and reveal they are more of the 'infected'.

"Ahhh, there." Spidey finally noticed as he and the rest get into battle position to fight off against the hidden symbiotes. They quickly take them out before leaving to the sidewalks to find more symbiotes.

"I smell one. Try that black suit of yours. Maybe that's the key." Wolverine instructed Spider-Man to put on his own symbiote.

"Okay." Spidey replied, not liking the fact he has to put on his corrupt dark suit of his to find these symbiotes.

"Just concentrate. Only for a few seconds, then take it off." Qrow advised the teenage wall-crawler.

Listening to Qrow's advice, Spider-Man willingly puts on his black suit and begins to concentrate its power towards his spider-sense, temporarily transforming it into a symbiote-sense. With a big, invisible shockwave that scans the entire block, hidden symbiotes throughout the area reacts to Peter's symbiote and go on a rampage. "Good job, Peter. Now let's take them down!" Qrow said to the deforming Spider-Man so he could put on his red suit again.

The heroes work together to destroy the symbiotes before they could harm the innocent and cause property damage to the city. Successfully, they've beaten the symbiotes without anyone getting hurt. "The symbiotes must sense one another. I think they're reacting to my symbiote." Spider-Man deduced while explaining this strange ability to the others.

"How can you stand walking around with some alien ring worm crawling around your guts? That's almost like wearing a Grimm for a suit." Raven said to Spider-Man.

"It's not like that." Spidey replied to her.

Raven simply shrugged with little emotion, "Hey, whatever helps you sleep at night, kid."

As the heroes presses on and follows Wolverine to find more symbiotes, Peter takes this small time with Raven and Qrow to ask them some questions. "So is there any reason why the bird family are reunited here on Earth?" Spidey asked the Branwen twins.

"I just simply came to visit and have a couple of drinks with Logan, but the bar we usually hang out were crawling with drunken symbiote monsters, so we had to stop and investigate this mess pronto." Qrow explained his reason on why he's on Earth.

"I only came here to have another go-a-round with Wolvie, but like my brother said, that was interrupted with this fine mess were in now." Raven explained as they meet up with Wolverine around some fountains.

"Okay Spidey, you know the drill." Wolverine said to Peter, prompting the kid to use his black suit and Symbiote-Senses to draw the attention of the hidden symbiotes. "Got one." The animal mutant points to a single deranged symbiote civilian wall-crawling across from him, but is surprised when Spidey taps his shoulder to show him and the others a dozen more crawling down towards them. "Ah crap." He said.

The heroes start fighting against the crazed symbiote people as a whole bunch of them start crazily chasing them down. Wolverine grabs one by the throat and repeatedly guts its chest before throwing it at a small group. Qrow transforms his sword into a scythe and begins slicing the heads off the symbiotes, turning them into a pile of goo. Spidey takes off his symbiote and jumps high into the air, attaching a few web lines to the ground and performs and powerful ground pound attack that destroys a dozen more symbiote. And with the use of her red ISO-8 crystal, Raven transform her blade into an icy one and begins freezing the rest of the symbiotes upon direct contact before striking down the frozen monsters made of evil ink.

"Ahh, I love the ISO-8." Raven said before kissing her cosmic crystal. "And here I dreamed I was a Spring Maiden when this little baby is so much better."

"Well you have to act like a maiden if you want to BE a maiden, birdy." Spidey said to Raven, mocking her _wonderful_ personality.

"Keep talking if you want me to prove your point." Raven threatened Spidey with a mean stare from her red eyes.

Using his nose, Wolverine smells some more symbiotes not far from their area. "C'mon, let's keep moving. We're not done yet." He said to the others.

"And I doubt we'll be anytime soon." Qrow said, knowing this is FAR from over.

The team follows Wolverine to a recent car accident a couple of blocks away. "Guess they're not good drivers." Spidey joked.

"I can tell there's at least one critter right here. Find him." Logan said, prompting Peter to yet again use his black suit to draw the attention of more symbiotes, which works and they start fighting again. "You know something! Something about these monsters! Apparently I'm smelling that they have that 'aura' stuff you Remnant folk have back home! Both the symbiote and its host!" Logan informed his allies while fighting against the symbiotes.

"These creatures have an aura?" Raven asked a bit shocked while stabbing a symbiote, seeing the faint dark glow of its aura before it dies.

"He's right, and they're not like any aura I've seen or sensed. These ones are fully corrupt and incredibly dangerous." Qrow said, knocking two more symbiotes with a single kick.

As they fight, an ambulance is seen driving to the nearest hospital before it is overtaken by some crazy mad symbiotes, repeatedly pounding on its roof as they arrive at the hospital, with more symbiotes causing havoc everywhere outside.

"C'mon! We have to clean up this mess before actual people are sent to the emergency room!" Spider-Man informed the heroes so they could make their way to the hospital. They made sure to evacuate anyone that's around the premise before finally fighting and getting rid of the symbiotes in front of the symbiotes with the use of teamwork and persistence, but even though they beaten them down, they know full well this isn't over.

"This city is really starting to stink." Logan said after the mini chaos was over.

"In the middle of all this you're complaining about odors?" Spidey joked with him.

"I'm talking about how many of these freaks I'm smelling." Wolverine said.

"It does seem like the number of infected people is growing, and that's not good." Qrow spoke up.

"Hey Spider. Your part of those 'Avengers' now. Where are the other heroes of this world?" Raven asked the webhead on the current location of the other heroes.

"Most of them are out in space fighting some cosmic battle I was never invited to, and the others are trying to keep Colorado safe from being overrun by escaped supervillains from the Vault. We're sort of on our own here." Spider-Man answered the Huntress' question.

"Perfect." Raven sarcastically said. "Most of Earth's so-called 'mightiest heroes' aren't even on the blasted planet they're trying to protect."

"Something does seem fishy. Cosmic threats I understand can be pretty natural in this universe, but a massive supervillain break out, shortly followed by a wide-spread infection throughout the city, transforming hundreds of people into monsters with unlocked and dangerous auras? There is definitely a greater play at work here. A plan we have no clue on what it is and how to stop it." Qrow said, thinking there is more to this than meets the eye.

"For now, let's split up and take out more of these creeps and then re-group on what any of us learned. We need to stop this before it could really get out of hand." Wolverine said to the others.

"Right. Good luck you guys. Be careful. Symbiotes can be very tricky, especially in the wrong hands. Who knows what's really going on here?" Spidey said before the group splits up to locate more symbiotes to take down.

* * *

 **Upstate New York**

Around a forest area next to an abandoned building, the mass-murderous symbiote and the son of Venom, Carnage, is seen walking along the dirt road, dragging by his side the dead body of his latest victim, still trying to ease the and get rid of the birth of his offspring, his superior, a Pure Symbiote, said to be the strongest of the Symbiote race, especially now after Carnage ate hundreds of ISO-8s, accidently boosting the power of his unborn offspring, effectively turning that Pure Symbiote into the first Klyntar God.

 ** _"AHHHHH! I CAN'T TAKE THIS ANYMORE! THIS PAIN IS TOO MUCH FOR ME! I NEED TO KILL THIS THING! KILL IT NOW! THEN I'LL GO AFTER PAPA! BUT I NEED SOMETHING ELSE TO KILL TO EASE MY PAIN! IT'S THE ONLY WAY, I THINK!"_** Carnage yelled out a furious roar and then crazy laugh to the heavens.

"Carnage!"

 **BGM-Spider-Man: Web of Shadows OST-Boss**

 ** _"Huh?"_** The insane lunatic turns around to find Cinder and her team behind him. **_"Ahh. Playmates. And you fools have that same, hideous scent as the old man. This is perfect! You three would help me vanquish my pain for a bit before I go after dear, old dad!"_** He said with another psychotic laugh.

"Good, because we need to find him too, and you're going to help us, if you like it or not." Cinder threatened the monster with a flame sword she conjured up into her hand.

 ** _"Sorry, what was that? My ears don't work very well on the dead!"_** Carnage shoots out spiked darts from his symbiote at the anti-heroes from Remnant, prompting them to step aside before getting shot down. Carnage quickly forms a blade and immediately goes after Cinder, overpowering her power and knocking her away to the walls of the building, leaving an impactful crater.

"Damn. This guy is not only a lunatic, but he's strong, stronger than Venom." Cinder said, struggling to get up from the ground as she hears the lunatic Carnage attack both Emerald and Cinder while laughing insanely.

"Emerald! Can't you use your hypo powers to trick him or something?" Mercury asked his partner while avoid the symbiotic axe swings from the laughing Carnage.

"Don't you think I've tried! This monster's mind is too crazy for my powers to have any effect on him!" Emerald replied while shooting at Carnage's back, only for the bullets to be absorbed and repelled back with excessive force.

 ** _"Oh no. They definitely have an effect. And I LOVE IT! I want more! MORE! Keep on pouring girl!"_** Carnage said as he turns his attention to Emerald, turning his entire body into tentacles that spread all through the forest.

"I've never fought a guy that actually _gets off_ on my hallucinations! That's sick! Really, really sick!" Emerald said while cutting down the tentacles, only for a few of them knocking her down.

Carnage reforms his entire body when he sees Mercury coming down for a powerful drop kick to his chest, only for his foot to get stuck halfway through the symbiote's gooey substance. "Hey! I can't break free!" Mercury said, trying all his might to break free from Carnage's intense grasp but couldn't.

 ** _"Here. Let me help."_** Carnage said, forming a blade that cuts off Mercury's mechanical leg, which does set him free but at the cost of a cut-off leg, causing the grey-haired kid to scream in pain. **_"What? Part of you is a robot? Cool! Now let's find out where the squishy parts reside!"_** He said with another psychotic laugh as he approaches the weakened Mercury.

"Somebody HEEEELP! He's crazy!" Mercury yelled while crawling away from Carnage in fear.

"Mercury!" Emerald runs up to save him, only for Carnage to quickly stab Emerald's shoulders and knee caps from that distance, causing her to fall to the ground in pain.

 ** _"Nah ah ah! You have to wait your turn, missy."_** Carnage said with a finger wag before turning back to the scared Mercury. **_"Now where were we?"_** The monster asked before getting bombarded by huge fireballs coming from Cinder.

"That's enough, you psychopath!" Cinder said to the monster.

 ** _"Me, a psychopath? Well I am a psycho, and I do walk on paths, so I guess I am a psychopath!"_** Carnage said before returning to another one of his chaotic laughters.

 _"This guy is crazier than a thousand Tyrians put together, and that's probably without the symbiote if I'm honest."_ Cinder thought in her head, remembering how one of her deceased associate, Tyrian Callows, is also a psycho, but nowhere near the level Carnage is at right now. She shoots a massive fire wave at Carnage directly, which does seem to be weakening him a good extent. _"Glad this symbiote is still weak to fire, otherwise I probably wouldn't stand a chance."_ She said in her mind as she keeps on pouring the flames onto Carnage. As she does just that, she felt something poking her shoulder, "Huh?" She quickly turns to see a part of Carnage's symbiote behind her, punching her in the face, freeing Carnage from her flame attack.

 ** _"Oooo, that felt goooood. Painful, but gooood."_** Carnage said, repeatedly kicking Cinder's wounded body like a ragdoll. Can sensing that she's almost beaten, Carnage gets ready for the piercing finisher, forming a sharp blade with a pointing tip with his symbiote. **_"It's been fun, but I have more people to kill, and more people to kill. Maximum carnage for everyone on this fun planet!"_** He said with another one of his sick laughs until the pain of birthing his superior spawn gets more and more intense, stopping himself from killing Cinder. **_"No! NOO! I can't…contain it…much longer! NOOO!"_**

Cinder summons her remaining strength to get back up on her feet, noticing that Carnage is acting all strange and distracted. She then spots an ominous, yellow orb glowing right on Carnage's chest. Not wasting this opportunity, Cinder conjures up another blade and begins running towards the monster with a loud battle cry. The woman gets closer and closer until she reaches the vicinity of Carnage and is about to thrust her blade through the yellow orb, but just as she barely touched the thing, she finds herself caught in a massive explosion that took her out along with Carnage.

 **BGM End**

* * *

That explosion was so loud and powerful that it caught the attention of Venom, who was near the area with the objective of finding his grandson and killing it. **_"Hmm? Well, we see it has happened. We can feel it. The almighty birth of a Pure Symbiote. The first ever Symbiote God has been born on the Earth. We are so proud for our grandson. Too bad we have to kill you."_** Venom said before web swinging to his grandson's location.

* * *

Back with Cinder, she and Carnage are laying down in the middle of a huge crater that almost took the both of them out. She struggles to get up, finding herself covered in many open wounds and red-and-gold symbiotic goop, but with her powers and aura, she should be healing in the next minute or two to at least stand properly. While her body does heal, she doesn't notice the goop she's covered in enters through her wounds and cuts, entering the inside of her body and infecting her cells, slowly changing her from the inside. She starts to feel sick to the stomach and starts throwing up, not knowing why and not in the mood to care.

Meanwhile, Carnage is also self-healing thanks to his symbiote, **_"No one ever said…birthing would hurt this bad…Make me feel this…wasted…"_** He quietly said to himself.

"Cinder!" A wounded Emerald drags a one-legged Mercury by his shirt to meet up with their fearless leader. "Are you okay? Are you hurt?" She asked her.

"Yeah…yeah, I'm fine." Cinder turns her face to her subordinates, where they are shocked to see her other eye, the one that was scarred for life after her fight with the Green Goblin, has magically been healed.

"Cinder, your eye. It's all better now." Mercury told her.

Emerald takes out a pocket mirror and shows it to Cinder, surprising the heck out of her that she now has both eyes again. "My eye, but…how?"

 ** _"How indeed, we wonder."_**

A familiar voice and laugh gets the attention of Cinder and the others, causing them to look around a bit until they spot their old teammate, Venom, watching them from a tree branch. "Eddie!" Cinder said his name.

Venom looks closely at Cinder's eyes, and can tell something slick and symbiody is moving through them, causing him to smile, _"We see. She's its host now, eh?"_ He thought with a small laugh before turning to his beaten son. **_"Carnage, our loathsome son, what the hell do you think you're doing?"_** He asked the psycho.

 ** _"Getting rid of that disgusting hell you put me through, dad! And it worked! It's gone! Wait, am I sure it's-."_** Before Carnage continue talking about whether or not his offspring is killed, Venom punches him in the face, launching all across the city, out of sight, out of mind. **_"I HATE YOU, DADDYYYYYYYY!"_**

 ** _"Good. The relationship between symbiote and father should, by our long tradition, be cold and, if need be, downright hostile. Any other way is beyond comprehension."_** Venom said, even though Carnage can't hear him anymore. **_"Love? Between father and child? That's creepy…perverse…unsymbiotic."_**

"Sheesh, I wonder what their family reunion is like?" Mercury asked the rest of his team.

"I don't want to imagine." Emerald replied.

"Eddie! We've been looking everywhere for you! What are you planning? Where's Salem?" Cinder asked as Venom turns around to face her.

 ** _"We told you before. Eddie isn't here right now! There is only Venom! Eddie belongs to us! You will never take him from us like you tried to do before!"_** Venom replied, confusing Cinder on what he's talking about.

"Before? What in the world are you talking about? What did I do?" Cinder asked the symbiote menace.

 ** _"Let us give you a proper example."_** Venom sprouts tentacles from his stomach and unleashes them at Emerald and Mercury, dragging them through the ground and closer to his stomach to feed. **_"You tried to take Eddie from us. We will take your friends from you."_**

"NOOOO!" Cinder shouted, still weak from her battle with Carnage to do anything but watch Venom about to devour her two teammates, and possibly her only friends.

"CINDERRRRRR!" Mercury and Emerald shouted at the same time until Venom completely consumes them whole.

Cinder is left in utter shock and disbelief as Venom actually had the sense of eating their friends with no remorse, only a small chuckle and a laugh. **_"Now you know the pain we felt. This is all your doing, Cinder Fall."_**

Cinder growls in anger towards Venom, "Eddie, how could you?! They were our friends!"

 ** _"We never saw them as friends. Just our inferiors that likes to hold us back."_** Venom replied, extending his arm to punch Cinder, smacking her to a nearby tree and then webbing her up to it so she won't escape anytime soon. **_"We have no time to play with you. We have a city that's in the process of a great change. And once New York is ours, we'll focus on conversing and consuming all life on Earth and then Remnant itself. The symbiote race will destroy all! Farewell, humanity! Hello symbiotes!"_** Venom lets out a monstrous laugh before he leaps high bounds back to Manhattan to continue the plan.

Cinder struggles to break free from Venom's super strong, black webbing. Even her fire powers prove to be ineffective when trying to escape. But unknown to her, for a brief second, Cinder's strength somehow multiplied by a large degree, managing to break free from the webbing, and with an angry, fiery look on her face, she chases after Venom, not wanting to lose sight of him yet again.

* * *

 **BGM- Spider-Man: The Animated Series OST (1994)- Ending Theme**

 **Spider-Man: Sup, I'm Spider-Man. There's no mistaking it now. Venom's behind this whole mess. It's got to be. And what's worse, somehow Salem is the big baddie behind this one. You have got to be kidding. Does that old, idiotic witch really think she could control the symbiotes, because you can't! It's impossible! Cinder, I don't know what's your role is in this, because I'm a bit too angry to ask, but now we have to team up if we want to stand up against these two lunatics from taking over the city."**

 **Cinder: O-Okay…**

 **Next time on Spider-Man and Cinder: Flaming Web of Light and Shadow-**

 ** _Symbiotic Darkness_**

 **Cinder: It's my fault things have gotten this bad. I had no idea things would get this bad.**

* * *

 **KFX here: Hmmm. I wonder what was the thing that entered through Cinder's bloodstream? I really wonder. Guess we'll have to see as this story progresses. Anyways, next chapter, Spider-Man and Cinder finally team up once more as they have their first big confrontation with Venom and Symbiote Salem. Spider-Man and Salem are finally fighting each other. How awesome is that? Stay tuned for the next exciting chapter in this story.**


	9. Issue 8: Symbiotic Darkness

_Issue 8: Symbiotic Darkness_

 **Manhattan**

With the help of Wolverine and the Branwen siblings, Spider-Man managed to clear out a few more symbiotes hiding in the public, but taking down a dozen won't stop the symbiote infection from spreading to millions of innocent people across the city. The heroes meet up at a rooftop coffee shop to discuss their next game plan.

"Good job, everyone. You all took out enough of those creeps to give us a chance." Qrow said as he approaches the others on the roof.

"Thanks, but I have a bad feeling that this is going to get worse before it gets better." Spider-Man responded.

"If we don't stop this, the city will fall into chaos." Raven said with her arms crossed.

"I'm pretty sure we achieve chaos quite a while ago." Spidey joked even at a dark time like this.

"That's enough joking around, kid, because I've just uncovered something about these black aliens and I think you might want to hear this." Wolverine told the bug to shut his trap.

"What did you find, Logan?" Qrow asked his mutant pal.

"These symbiotes. While I was fighting my own creepy baddies on the streets, I got a good, awful whiff about them. These aren't just regular symbiotes we're dealing here. Part of them is also composed of those 'Grimm' monsters back on Remnant. I even saw some Grimm being possessed by this goop at Central Park." Wolverine informed the others, greatly shocking them from this horrifying reveal.

"Symbiote and Grimm…fused together…" Qrow said slowly while still looking very shocked in the face.

"With access to an aura…" Raven continued just as shocked, since regular Grimm can't gain an aura because they lack a soul.

"YOU MEAN TO TELL ME I'M PART-SYMBIOTE, PART-GRIMM NOW?! TH-THAT'S HORRIBLE! CRAZY! WHO IN THE RIGHT MIND WAS STUPID ENOUGH TO EVEN THINK ABOUT FUSING THE TWO?!" Spider-Man shouted, being the most shocked out of all since he's been wearing a Symbiote/Grimm black suit all this time.

"No, don't tell me…It couldn't be…Salem…?" Qrow asked while pondering this thought to himself.

"You mean that ridiculously, old witch from your world?" Logan asked Qrow.

He nodded. "Possibly. Only she could have the power to pull this off. From what I've seen, Symbiotes and Grimm aren't too different from one another, so I could imagine she was really interested when she saw Venom last time and wonders what happens when fusing the two."

"This also explains who attacked the Vault and why we haven't heard much of her since Goblin's defeat. She's been planning, all this time in the shadows, must have took a visit to Earth when she had the chance, but how…" Raven ponders on how and when Salem visited Earth.

"It doesn't matter! We have to find her and put an end to this now! Salem has no idea the forces she just released. Symbiotes and Grimm were dangerous enough on their own, but fusing them together? I doubt even SHE could control them. Symbiotes are too much for anyone, even for her." Spider-Man said, knowing that no one can control symbiotes and severely doubts Salem could do any better.

"Well, you're our resident symbiote expert, kid. What should we do?" Wolverine asked the kid on their battle plan.

"Venom...We have to find him or Cinder. I'm sure they're the morons who gave Salem the bad idea to try and control the uncontrollable. I suggest we split up and look for them. They're probably hiding in the dark somewhere in this city." Spidey gave the plan to find Venom or Cinder.

"What makes you so sure Salem's in this dimension?" Raven asked the webhead.

"I don't. But this black suit…" Spidey puts on his black suit as he continues, "I can't properly explain it, but I…faintly sense her presence somewhere in this city. It's really vague and hard to track down, but I'm almost positive she's taken refuge in New York."

"Hmph. Wonderful. I got wrapped up in Ozpin's mess again. What does it take for a woman to have a peaceful vacation and not have to worry about that monster for the next century?" Raven asked, since she really fears Salem and doesn't want any part in fighting her, thinking to herself it's impossible, and even more impossible since she's growing an army of alien monstrosities.

"You can take your vacation later. For now, you're staying here to help us find her before the whole city falls, or worse." Qrow said to his sister, fearing for the worse.

"Fine, fine. It doesn't look like I have much choice anyways." Raven said, turning away from her brother.

"Enough yapping! Let's move!" Wolverine said as everyone splits up to hunt down Venom and possibly Cinder.

* * *

 _"_ _I can't believe it. What was I thinking?"_ The Black-Suited Spider-Man asked him in his thoughts while swinging through the city, using his symbiote-senses to hopefully locate Venom. _"Ugh. It was stupid of me to give Cinder an inter-dimensional device and an ISO-8. I thought she was smarter than this. After what happened with Goblin, I thought she wouldn't be stupid enough have Salem get her ancient, greedy hands on an alien symbiote to try and use them for whatever she plans on doing with them. Guess it's my fault to think she's changed to have a heart. To think she had a clear understanding of what's really good and evil. What's controllable and uncontrollable, because symbiotes DEFINTELY belong in the uncontrollable category."_ He lands on a sidewalk and sees a normal woman walking in front of him. _"Argh! When I get my hands on her neck…!"_

As the angry Spider continues cursing Cinder's name in his head, he quickly notices a dark, long tentacle from the alleyway grabbing that same woman who walked passed Peter and shouts, "HELP ME!", before being dragged inside the alleyway.

"What was…?!" Spidey hops to the entrance leading to the alleyway and spots his old, symbiotic enemy, surrounded by his infected human pets. "Oh no, I think I found…Venom." He said after finally finding the monster he's been looking for. "What is he…" He spots the symbiote menace jumping away before Peter could leap forward through the alleyway, only to hear that same, monstrous and distorted laugh from his mortal foe from above, crouching on an attached walkway.

 ** _"_** ** _We don't recall inviting you, Parker."_** Venom said to his arch-nemesis.

"What are you doing to these people?!" Spidey asked while looking like he's ready to fight.

 ** _"_** ** _Don't you believe in adoption, Parker. After all, you're the mommy. Kids…"_** Spidey quickly notices the symbiote-infected humans creepily walking over to our hero. **_"Come meet Parker. Show Parker how much we love him."_** Venom said before leaping far away from Peter's inevitable demise.

Not in the mood to waste any more time losing Venom, Black-Suited Spidey quickly tears through the symbiotes with immense force and anger. He uppercuts a few symbiotes into the air with his claws before smacking them down with some tendril-based moves. He then uses those tendrils to whip some of the symbiotes and send them flying splat to the side of a building. And with one final attack, he creates a symbiote pool on the ground that he could mentally move, causing the puddle to explode under the last remaining symbiotes, or so he thought.

Before his symbiote-senses could trigger a few more symbiotes about to lunge at him from his blind spot, Spider-Man is saved by the unlikeliest of help: Cinder Fall. "What the?!" He asked a little confused on why Cinder is helping him when it should be the opposite.

Cinder quickly dispatches the remaining symbiotes with her blade, slicing and stabbing all of them until they are nothing more than a big pile of black ink on the floor. "Long time no see, Spider-Man. Did you miss me?" She asked the Spider while slowly turning around to face him, only for her neck to be webbed up and dragged to Peter's hand, lifting her up in the air by her throat, clearly angry at her, especially when wearing the black suit.

"Do you have ANY idea what you and your boyfriend just released?! DO YOU?!" Spidey shouted at her, with his voice and question filled with rage and anger. "I trusted you! I thought you would be responsible with the power I gave you that time, but it would still seem you've learned NOTHING on what happened with Goblin, or what we went through back on Mobius! Thanks to you, your boss has just unleashed an unspeakable evil that she couldn't control, and now everyone on this planet, including herself, are in GREAT DANGER! You better start talking and tell me WHERE SHE IS, or you'll REALLY see a side of me I'm not afraid to unleash onto your miserable body and life!" He demanded with a roaring fury as he slowly chokes the life out of Cinder.

"Okay…Okay…I'll talk!" Cinder said in-between breathes. Peter harshly drops her down to the ground, leaving herself to get up and wipe the dust off her dress. "AFTER we find Venom." She said before walking away from Spider-Man.

"Oh no! I am not falling for one of your tricks! You're probably leading me to a trap to your other friends!" Spidey shouted, causing Cinder to stop on her tracks but not look back at him. "Admit it! You don't care what happens to others! You don't care about the people close to you! You only care about yourself and your own selfish goals and would sacrifice ANYTHING to achieve them!" He yelled at her back since she's strangely not looking back at him.

"They're gone." Cinder quietly spoke up.

"…Huh?" Spidey looks confused, but at least he's not shouting anymore.

"Emerald. Mercury. Eddie. They're all gone…" She said a little louder, slowly starts tearing up but is too embarrassed to face Spidey with her weaken state. "Venom has full control over Eddie and killed the rest of my friends. He ate them. They're gone…It's all my fault that they are." She said, clenching her fists with great force so she won't bust out crying.

Peter is surprised to hear that Cinder really does have a heart for others and understands the grave consequences they are facing. He slowly takes off his black suit before walking up to Cinder. "I-I'm sorry. I had…no idea. I didn't mean to shout at you like that." He said with genuine concern.

Cinder wipes away the tears from her eyes before slightly turning her head to Peter. "I know, Peter. You weren't in the right mind when you did. That suit. It's corrupt. It can change people, good or bad. It's a monster in its purest form." She looks in front of herself, "C'mon. We need to find Venom. He should be not far from here."

"Right. Let's go." Spidey said before he holds onto Cinder and swings away to find Brock.

* * *

Not far from where they left, Spider-Man and Cinder managed to find one of the many symbiote hives located in the city in a small corner behind some apartment buildings. **_"Here we are...Here we are…Here we are…Here we are…"_** The duo heard Venom's voice not far from the hive, where they are disgusted to see a couple of symbiote-infected humans, the dark Symbiote Snatchers, Symbiote Grimm Creeps and Boarbatusk, and even the new greyish silver colored symbiotes called the Slashers, all surrounding and creepily bowing down to a symbiote pod.

"Ugh. Gross." Spider-Man said, feeling sick to the stomach from just staring.

"Disgusting even." Cinder added.

 ** _"_** ** _Ah, Cinder…"_** The duo turns to their right to see Venom standing across from them. **_"We expected you showed up and team up with our mortal enemy."_**

"Venom…" Cinder snarls in anger at the monster that's possessing her friend and possible lover.

Venom then turns to Peter, **_"Parker. You took away part of us, but that just made us stronger. We shall grow, and…"_**

"Eddie. That's not right." Spidey said to Brock, hoping he's still in there behind all that goop.

 **BGM-Spider-Man: Web of Shadows OST-Symbiote Boss (Alt. Ver.)**

 ** _"_** ** _Eddie? We don't listen to Eddie."_** Venom said, still proclaiming that Brock is long gone and fully submitted control to the symbiote. Venom commands his 'children' to start surrounding the Spider and his Remnant friend and get ready to attack.

"Did you make this, Eddie? You're a doctor now?" Spidey joked while punching away a few of the Symbiote Grimm and Slashers.

"Less joking, more trying not to die!" Cinder told the Spider while shooting some arrows and headshotting a few symbiotes that were either human or Grimm.

"Right! Couldn't help myself!" Spidey replied before turning his attention towards Venom and begins fighting his symbiote enemy once more. As usual, and especially now, Venom is much stronger than red-suited Spider-Man, easily capable of blocking his punches and kicks and countering them with tremendous force. Adding a new trick in his monstrous arsenal, Venom uses the power of his G-Symbiote and create dark-powered energy blasts at Spider-Man, forcing him to run away. "Since when could Venom shoot energy beams?! That's not fair!" He runs up the walls to avoid the energy bullets, narrowly avoiding the one huge, mouth blast from the laughing symbiote beast.

Meanwhile, Cinder is focused on her problems, taking down more symbiote children as the pod continues pumping more out. Knowing this won't end until the pod is destroyed, she quickly shoots some fireballs to daze the pod long enough to deliver the finishing blow. "With that out of the way, I can focus on destroying the remaining G-Symbiotes." She said, facing the remaining monsters.

"G-Symbiotes? Is that what we're calling them?" Spidey asked, using his speed to web strike Venom and juggling him in the air before throwing him to a garage door. "You like that, Venom? Give up while you still can!" He said to the monster. Venom gets up from the ground and lets out a quick, intimidating roar at the heroes before leaping away from the hive and into the city.

"He's getting away! After him!" Cinder said, holding onto Spidey so he could swing them out of there and chase Venom across the streets of Manhattan.

They pursue the symbiote tyrant leaping from tall buildings to the chaotic streets below, only managing to catch up when he stops in front of a regular civilian and gobble him up with his symbiote, immediately regurgitating the normal human into a Symbiote Grimm Beringel.

"Venom can transform people into Grimm?! Symbiote Grimm?! That's horrifying!" Spider-Man exclaimed, leaving both he and Cinder in horror before being attacked by the Symbiote Beringel and a few more Snatchers Venom created from other people.

 ** _"_** ** _The end is coming. At least for you two."_** Venom said while he fights Cinder, with the scarlet woman blocking his tendril attacks with her blade and fire wave.

"We'll see about that, beast." Cinder responded, stabbing Venom right in the gut, forcing him to smack her away and continue retreating.

"Hey Venom! Get back here! All we want to do is talk, and punch you, and kick you! Just a little!" Spidey quipped before he and Cinder continue pursuing the tyrant through the city.

The two partners continue chasing Venom through the streets, destroying all the new symbiotes he keeps creating with his own symbiote until they've arrived at another hive, with this one packing two pods and more symbiotes throwing regular people into them and turning them into symbiotes as well. Venom spots the two heroes and laughs a distorted monster cackle, almost blowing them away when he powers up his dark and purple double aura, signifying he's getting serious.

"Leave Venom to me! You take care of those pods!" Cinder ordered her bug partner.

"Sure thing!" Spidey agreed, leaping over to the pods and the other symbiotes while Cinder takes on her once-caring friend who is now under the full control of the symbiote.

"Come on, Eddie! I know you're still in there! You would never put innocent life in danger! Fight Venom's control and end this madness!" Cinder pleaded to Venom while in the amidst of a deadly clash with the monster.

 ** _"_** ** _THERE IS NO EDDIE BROCK! ONLY VENOM! STOP THINKING YOU CAN SAVE YOUR FRIEND WHEN IT'S BEEN LONG TOO LATE! ALL OF YOU HUMANS ARE GUILTY FROM WHAT WE SEE! HAVING DESTROYED YOUR OWN RACE AND WANT TO DESTROY US TOO!"_** Venom wraps Cinder in some webbing and throws her to a wall. **_"It is the Age of the Symbiotes! The ritual to consume humanity and its world will soon commence! And you and Spider-Man are in our way!"_** He begins shooting painful web balls at Cinder, who manages to break free and run away from all the raw power those bullets possess.

"Ritual? What ritual?" Spidey asked before roundhouse kicking a symbiote Death Stalker.

 ** _"_** ** _The symbiotes will swallow you up and spit you out as part of us, until all life is remade as one!"_** Venom replied, shooting out his symbiote tendrils at Peter.

"Ohoho. That kind of ritual. Yeah, not happening." Spidey said, web striking Venom in the face, knocking him to Cinder's line of fire, unleashing a fully charged fire beam at him. Even though G-Symbiotes are practically immune to fire, it does keep him stunned enough for Peter to try out his new move that he learned while training with Luke Cage: The Arachnid Fist. "You won't be consuming anybody after you feel one of these!" The unstoppable wall-crawler unleashes his full speed, senses and power and infused them into his breathtaking and devastating combo chain onto Venom, ending it off with an instantaneous web strike and a powerful punch that sends Venom flying to a wall and fall flat on his face.

 **BGM End**

"Alright Venom! Start talking! We know you're working for Salem! So tell us where is that old crone!" Spidey demands from Brock as Cinder walks over to Peter's side.

"Old crone, are we? Haven't your parents ever taught you to respect your elders?"

 **BGM-Dragon Ball FighterZ OST-Confrontation**

Everyone standing in the hive looks up to find Salem hovering in mid-air, wearing her G-Symbiote black-and-red robe that has the spider logo similar to Venom's, and has surrounded herself in a fierce, malevolent red-and-black double aura.

"It's Salem!" Cinder noticed her possessed master, who smirks and uses her monstrous tongue to lick her mouth as she descends down right next to the laughing Venom.

"Hmph. So you really are the one behind this, huh granny? What? Couldn't find the right ointment for that hideous skin of yours back on Remnant and decided to come here to get possessed by a symbiote to do the job?" Spidey asked with a joke, standing fearlessly in front of Salem, a trait she most dearly respects from the child.

"Still the clever jokester, aren't you Mr. Parker? That's what we like about you." Salem said with an uncomforting smile. "You possess a special flair that adds an interesting dynamic in conversations between friend and foe. Unlike others that we've faced in my lifetime, none has ever faced me so determined, so fearless like you. Even Ozpin always shakes in fear whenever we do battle, but you hide your fears behind your insufferable humor, your true strength too, and we respect that."

"Complimenting me isn't gonna get you off the hook, auntie."

"What is wrong with giving our respect to such a worthy adversary?" Salem asked the bug. "In the years, we have recently grown pale in fighting that old fool, Ozpin. We honestly believe he's lost his spark. He's not as fun as he used to. But you, Spider-Man, we deem you more worthy in fighting against. Recent events have proven that fighting you opens up limitless possibilities in gaining power and control over others. That's what led us here to Earth, and to the symbiotes." She holds out her palm in the air and summons a spinning spiral of symbiote goo in her hand. "You were once bonded with this unique creature in this universe and rejected it, causing it to bond with Venom, and then leading it to bond with us. We promise to put the power you feared into good use to take over this world and the next."

"Salem, listen, 'cause I'm only going to warn you this one time: Stop this madness before it's too late! You have no idea what you've just become! That symbiote doesn't just bond with you, it takes over your mind! Making it do what IT wants! You can't control it! Separate from it while you still have some control over yourself!" Spider-Man starts pleading with Salem to take off the symbiote, but as expected, she declines.

"Control? There is no need for control. We are simply working as one. Embracing each other, sharing just one, singular goal: The extinction of all mankind!" Salem said, clearly under the influence of the symbiote.

"You have no idea what you've just gotten yourself into, lady! Sooner or later, that symbiote will turn you into a mindless monster bent on total chaos, and once its's done with you, it'll leave you when you've used up all your energy and die a lonely skeleton!" Spider-Man said to Salem.

"Worrying about your mortal enemy? How cute, but you don't need to worry. These G-Symbiotes don't possess the same flaws as the ones you're used to. They're more refined. More perfect." Salem said to the bug and Cinder.

"And boosts the ego levels of its hosts to astronomical heights. I see that flaw hasn't been corrected." Spider-Man joked.

Salem chuckles but not from his joke, but from what she has planned for both Earth and Remnant soon. "We shall see. As the Symbiote Queen, we will initiate the ritual of despair upon this world and change it into our own liking. Can't you image? A garden of evil, full of rage and pain. It is almost too beautiful to describe with mere words."

"What the hell are you talking about!?" Spider-Man asked, getting into battle formation.

"We will converse this world and make all submit. Humanity will pay for their crimes with harsh punishment. And we'll do it slowly, but dreadfully. Breaking their wills until they've lost all hope." Salem said with a smile.

 **BGM End**

"There ain't no way I'm letting you get away with this!" Spider-Man declared, immediately putting on his dark aura-powered black suit to grant him the extra strength he needs, ignoring the fact it could control his mind. Salem gets ready to fight against Peter while Cinder and Venom steadily watch from the sidelines.

 **BGM-Dragon Ball Super OST-A Dangerous New Enemy**

"Let's go!" Spider-Man rushes at Salem with a couple of hard punches and kicks, but she managed to block every single one of them perfectly, leaving the hero amazed, _"She blocked all my attacks with such perfected precision. That's impossible."_ Spidey continues the full-frontal assault while clashing with Salem, with neither of their attack working on one another. "Heh! For an old lady, you're pretty good! I wasn't expecting you to be this skilled!"

"We, the symbiote and I, have both existed almost since time began. We have learned many secrets and abilities you could barely even fathom with your fragile mind." Salem replied, shooting dark red energy blast at Peter, who blocks them with a web shield. He counters with a web strike, but Salem deflects that and webs up Peter instead, throwing him to a wall but thankfully he quickly regained his bearings. "We have been observing you, Spider-Man! We know all your moves! Your 'unique skills' as that Cage fellow puts it. The things you've done for this city and how they repay you with disgust and hatred." She said, firing a huge energy blade at Peter, but he jumps over it in time.

"You've been watching me all this time? Even when I go to the bathroom? I knew you were crazy and delusional, but an obsessive stalker too? You really need a new hoppy." Spidey joked while avoiding the tendril attacks from Salem, countering with web in her eyes until she blasted them away with her eye beams.

"This is the first time in centuries we've had a real challenge. Even Ozpin could never fight at the level you are now." Salem complimented Peter again, firing webbing at the hero and yanking him to receive a full-frontal kick to the chest but was able to quickly regain balance.

"That's the benefits of being young and stubborn!" Spidey quipped, lifting a huge trash can and tosses it at Salem, only for her to disintegrate it into nothing, but this only left her distracted for receiving a punch to the face by Spider-Man's quick wit and tactics. "Had enough? Do you want to take five? Get some medicine for that aching face?" He asked before he hears Salem laughing creepily. "Huh? What's wrong? Did I punch the crazy button again?"

 **BGM End**

"Oh Spider. If that's the best you could do, we're afraid you will never defeat us." Salem said, revealing she's barely trying. "You, Mr. Parker, are a unique specimen. The likes we have never seen before. Unlike millions of others, your own soul is matchless. A 'stronger, purer soul' as the old man once described. Your inimitable soul is composed of a bright light and cloudy darkness."

"Now what nonsense are you spewing out?" Spider-Man asked the witch.

"This isn't some 'nonsense'. This is a clean detail we've learned from watching you far away and up close." Salem replied. "A twilighted soul that is driven and uses the power of light and darkness. Your bottomless humor and eternal guilt, that's what you are. And while you've looked into the light and embraced it, you have barely accepted the full dark portion of your power."

"What?"

"That black suit of yours. Its job is only unleashing the inner darkness portion of your twilighted soul that you've refused to give in. Overwhelming and destroying you because you're failing to embrace it, and the only way to embrace it is by joining the forces of evil, that way you can use the full extension of your abilities without worry." Salem explained to Peter.

"Yeah right. I don't buy that for a second." Spidey responded.

"Come now, Peter. We are only helping reduce that scarred pain of yours for good. Just think about it: You gained your powers from a corrupt and evil man like Osborn, who was definitely on the side of darkness. The people of this world see you as an agent of darkness all the time. You, YOURSELF, have repeatedly reached towards the darkness. Shown your TRUE self even without the black suit. There is no other way to avoid your inner, spiritual torment. Light is meant for good, yes? But the darkness is meant only for evil. You and I both know that. After all, we both possess the same eyes, don't we?" Salem asked with a creepy smile, remembering how Osborn said a similar thing to her during the Inter-Dimensional War.

"Uh-huh. Sorry. Don't care. They say that the light really brings out my eyes." Peter joked, not giving a damn on what Salem is talking about.

Salem grunts with slight frustration, "It would seem we were wasting our time."

"You've just noticed that NOW?! Guess age really is catching up to you." Spidey joked. The irritated symbiote-wearing Salem charges at Peter with a few, up close and personal, energy tendril attacks, but Peter was able to dodge most of them and counter with a sharp kick to Salem's cheek, and for the first time in centuries, cause her to bleed from that small scratch and then knocked away to the ground, seemingly defeated.

"Ahahaha! And this was the 'fiercesome' enemy that's been threatening Remnant for thousands of years? Give me a break! Even Vulture was-." Peter's symbiote-senses tingles him to major trouble and gets him to shut up when he spots Salem is nowhere to be seen in front of his viewpoint.

 **BGM-Dragon Ball Super OST-Frieza's Secret Plan**

"SPIDER-MAN! WATCH OUT!" Cinder calls him out the danger that's actually in front of him, which actually appears to be Salem turning off her camo mode while charging up a deadly looking dark energy attack dangerously up close to Spidey's chest.

"Out of all of your jokes, we found that last one not the very bit funny." Salem said menacingly, not liking the fact some kid managed to harm her for the first time in her entire life. With her dark, symbiotic powers combined with her own, mysterious power, she wraps Spider-Man in a dark red orb, causing extreme pain to the hero inside as he screams his lungs out before the orb explodes and greatly injuries Spider-Man to the point he reverts back to his red suit, leaving him unconscious to the ground. Salem charges up another energy blast right on top of him, ready to finish him off for good. "Hmph. And here I thought you had more fight in you. What a shame."

Across from them, Cinder is paralyzed in fear on how strong the symbiote-possessed Salem is but knows Spider-Man is their only hope in stopping her. _"Gotta move."_ She quickly surrounds herself in flames and darts over to Spider-Man before Salem could finish him off.

"Good-bye, Hero of Destiny. If there is anyone to blame, blame your own fate." Salem said and fires her energy blast at Spider-Man, causing a huge explosion and leaving a huge crater at this hive part of town, but can tell Spider-Man was not killed but instead escaped along with Cinder. "They escaped." She said as Venom walks over to his queen's side.

 ** _"_** ** _She's a pesky one, isn't she?"_** Venom asked her.

"Tch. We should know. She did work for us before we found her 'unappealing'." Salem said before walking away. "Who cares? We're sure to fight again anyways, but until then, we have to prepare this city for the ritual soon, and then all will truly submit to our power." She said, causing Venom to laugh, knowing that the best has yet to come for them and the heroes soon enough.

 **BGM End**

* * *

On a rooftop far from the symbiote hive, Cinder was able to teleport both her and Spider-Man from Salem's attack thanks to the power of her ISO-8. "Whew. That was close. Glad I learned to perform some short-ranged teleportation with that ISO-8 stuff, otherwise we would've been done for." She said before turning to Spider-Man, who is about to regain consciousness. "Nice to see you're not dead, Peter. It's almost a miracle you survived more than a minute against Salem."

"Does that mean I get that cash prize now?" Spider-Man joked, with happy and joy heard from his voice despite his injuries, causing Cinder to annoyingly scoff and turn away from him. "Is that a no?"

"This is all my fault." Cinder said looking very depressed. "All I wanted to do was simply help Eddie gain control over his symbiote, but instead I helped the symbiote gain control over Eddie, and now Salem is under its control too. This entire infection is my doing, just like Venom said."

"Hey, hey! Don't beat yourself up over this! That's my job, remember. You just wanted to help a friend. I understand. Just wished you didn't have to go to Salem to do it." Spidey told her while putting his hand on her shoulder.

"I didn't know anyone else that could help. I thought she might have the key in controlling the symbiote." Cinder said.

"Hey, if Thanos couldn't find a way to control the symbiotes, I incredibly doubt an old witch from another dimension, who I doubt ever encountered aliens before in her life, could control these things." Spidey told her. "Symbiotes aren't like the Grimm. Instead of just being drawn towards negativity, symbiotes feast on those stuff, making them stronger and stronger. The more hate a person possesses, the stronger the symbiote's control over you becomes, and people like Salem is filled to the brim with hatred, so it's understandable how easy it was for the symbiote to take control over her."

"Especially when she used a Refined Reactive Chaotic ISO-8." Cinder told Spidey.

"And how did she get her hands on that?" Spidey asked while looking at Cinder in her two eyes.

"I sort of…stole one back when S.H.I.E.L.D. was on Remnant during the clean-up and gave it to Salem as a way to make up not having the relics anymore." Cinder embarrassedly told Spidey.

"Perfect. Salem is also messing with a cosmic rock from space. That probably hasten the symbiote's control over their minds too, and probably how Venom is able to replicate at such large numbers. We need to stop this fast." Spider-Man said. "This city. This planet. The whole universe is in grave peril."

"And Remnant." Cinder added.

"Oh that's perfect too. Scratch what I said a second ago. The entire multiverse is in grave peril if we don't stop these symbiotes soon." Spider-Man said before turning to Cinder. "So, ready to team up once again with your favorite pal Spidey?" He asked her.

"We're not pals, Spider. Just partners who doesn't want aliens from taking over their bodies." Cinder said, refusing to call Peter a friend.

"Alright, fine. Partners. I'm okay with that. Let's go save the world again, huh buddy?" Spidey asked her, causing her to groan at being called his friend again.

* * *

 **BGM- Spider-Man: The Animated Series OST (1994)- Ending Theme**

 **Spider-Man: Sup, I'm Spider-Man. With the city getting worse and worse by this symbiote infection, that means it's time to call in the big guns, and when I mean big guns, I mean S.H.I.E.L.D. starting to quarantine the entire city. I would also be okay if Black Widow and Winter stop trying to arrest me from trying to stop Electro from an electric rampage.**

 **Next time on Spider-Man and Cinder: Flaming Web of Light and Shadow-**

 ** _Shock Therapy_**

 **Cinder: This city is getting freakier and freakier by the second.**


	10. Issue 9: Shock Therapy

_Issue 9: Shock Therapy_

 **Manhattan, On top of a standard rooftop**

"…And yeah, that's the situation." Spider-Man said, as he and Cinder have just finished explaining everything that has happened recently involving their battle with Venom and Salem, the G-Symbiotes, and what's at stake to their remaining allies in New York: Luke Cage, Moon Knight, llia, Wolverine, Raven, Qrow, and for some reason Vulture, contacting all except the old bird through his Webware, creating holographic projections of his friends so they could directly talk to him as if they are standing with him.

 _"_ _Well this is a fine mess we've got ourselves into."_ Luke Cage said sarcastically.

 _"_ _I'll say."_ Wolverine agreed with the man.

 _"_ _The symbiotes were dangerous before, but these G-Symbiotes are on a whole different world altogether. The combined, malevolent fusion of Grimm and Symbiotes have transformed them into an unstoppable force where fires and sonics only keep them stun, not hurt them like usual."_ Moon Knight said during the discussion.

 _"_ _And are you sure Salem is completely subverted to their control?"_ Qrow asked the webhead.

"Qrow, I have super-spider powers and the soul of a Spider-God living inside me and I could barely keep this thing under control. I doubt Salem is having a better time than I am." Spider-Man replied to the Huntsman.

 _"_ _That's nuts."_ Llia responded.

 _"_ _Hmph. Serves her right. Trying to play with power she couldn't understand."_ Raven said, a bit happy inside that Salem is now having the taste of her own medicine.

 _"_ _Salem was dangerous enough before, but with the symbiotes controlling her, there's no telling what she's capable of now."_ Qrow said, thinking their job has gotten a whole lot tougher.

"It's my fault things got this bad in the first place." Cinder said depressingly, feeling really guilty about having a hand in starting this mess in the first place.

"It's alright, child. We all make mistakes every now and then." Vulture said while standing next to Peter and Cinder.

"Why are you here again?" Spider-Man asked his feathered foe on his strange and sudden appearance.

"You don't really think the police could hold me forever when the city's falling apart thanks to these creatures. For now, I will lend my aid in stopping them from destroying mankind." Vulture said to the bug.

"Thanks, old timer, but try something funny, I'll personally see the symbiotes have some fresh chicken to eat." Spider-Man said to Vulture with a threat.

 _"_ _So what's the plan, kid?"_ Wolverine asked the arachnid hero.

"According to Cinder, Venom has spawned symbiote pods all throughout Manhattan, forcing people in and turning them into symbiotes. We don't know how many, and I'm still in the dumps on we stop it, but the least we could do is destroy as many as we can until we could bring the fight to Salem. I'm actually pretty excited to having another go with that old crone." Spider-Man told the remaining heroes of New York the plan to stop this infection.

 _"_ _E-Excited? You're actually looking forward to fighting that witch again?"_ Raven asked dumbfounded from his response.

"Of course. Our first match she caught me off-guard, but next time I'll be ready to knock her white skin off." Spider-Man responded.

Raven sighed but then let's out a small smile for his act of bravery and fearlessness against Salem, a trait she could never inherit if she tried. _"You're an idiot you know that?"_

"Does that really need to be answered?" Cinder asked the bird lady.

 _"_ _Okay. We have a plan. I'll contact Ozpin and inform him of the situation. I doubt he'll be too happy when he hears his favorite nemesis is having fun time on another world without him."_ Qrow said to the team.

"Good, but I STRONGLY recommend no inter-dimensional travel until this epidemic is sorted out. We don't want to risk other dimensions getting infected by this disease." Spider-Man strongly advised everyone to do. "Symbiotes are extremely tricky and hard to keep track of. Just a small speck of them could devastate an entire civilization with little effort. This is our universe's mess, and it's our job to clean it up."

 _"_ _Completely understandable."_ Qrow agreed with Peter's statement.

 _"_ _So it's up to us to stop this disease from spreading outside the city. I'm cool with that."_ Luke Cage said.

"Luke, I have a favor. Could you go to the Harlem Hospital and meet with my friend Mary Jane Watson? Keep her safe for me?" Spider-Man asked the Hero-for-Hire to protect Mary Jane while he's busy taking on the symbiotes.

 _"_ _Sure thing, little dude."_ Luke replied.

"Thanks, Luke." Spidey said.

 _"_ _We should start moving and take care of those hives. This city is becoming more corrupt by them if we don't do something about it."_ Moon Knight said to the team.

"Agreed. Good luck everyone." Spider-Man said. Everyone turned off their comms to begin the mission while Vulture flies away to aid them, leaving just Spidey and Cinder all by themselves on the rooftop. "Come on we should move." He said as he starts walking with Cinder, but then notices something he was too busy to spot during the small crisis earlier with Salem and Venom. "I've just noticed, but your eye seems to have healed. How?" The wall-crawler asked, pointing to Cinder's repaired eye, originally scarred for life during her near-death experience with the Green Goblin.

"I don't know. After my fight with Carnage it was all better." Cinder answered, surprising the heck out of Peter that she fought the serial killer and lived.

"You fought Carnage and survived?! I'm surprised you didn't lose the other eye! I always had a tough time fighting that maniac, and that's with Venom's help!" Spider-Man exclaimed.

Cinder chuckled, "Well, it'll take a lot more than a mass serial killer to take me down…" She puts her hand underneath her chin. "But he was acting strangely when we fought. Said something about giving birth." She said this before pondering the words Carnage sprouted out, especially his brief conversation with Venom before the father knocked the son out of the forest.

"Ah, don't bother thinking too hard about what that lunatic says. Every word that comes out of his mouth is filled with the voice of crazy." Spider-Man told her to stop thinking about Carnage.

"Hmm, maybe your right. Anyways, I suggest we should find more of those symbiote pods." Cinder said, dropping the subject involving Carnage and 'birth'.

"Let's go, best buddy." Spidey teased her before gleefully leaping from the rooftop.

Cinder, however, is less than amused by the new nickname. "I'm hating this partnership already." She said before chasing after Spidey.

* * *

The crimson web duo's first symbiote hive to crush is located near the docks leading to the river, where they spot the black pod using its monstrous tongue to pull in nearby civilians into its mouth and spitting them out as Snatchers or transformed Symbiote Grimm.

"Hey look, Cindy, people popcorn." Spidey joked as they arrived at the scene.

 _"_ _What is he on?"_ Cinder asked herself, trying her best to comprehend how stupid Peter is and can be. The symbiotes spots the heroes and charges at them, "Sorry…" The apprentice to Salem summons her flame sword and uses the blunt force of the hilt to knock down one of them to the ground before it could grab her, "But I'm not one for hugs." She joked.

The Amazing Spider-Man uses his arms and spins in place, effectively turning himself to a human tornado and destroys the incoming symbiotes before jumping into the air and spots the pod. "Have a taste of my explosive webbing. I hear it's good for your cholesterol." He quipped, using his web shooters to shoot out a couple of explosive web balls into the pod's mouth, causing the thing to blow up after swallowing the explosives. He then lands next to Cinder, "Great. One down, a million more to go. This is so exciting." He joked, making Cinder groan on possibly how many symbiote pods they need to destroy.

* * *

One after another, the scarlet blue duo destroy more and more symbiote pods throughout the city.

"You tired yet?" Spidey asked his partner while they take down another symbiote hive.

"Nope." Cinder replied.

* * *

"How about now?" Spidey asked her again while destroying a rooftop symbiote hive.

"Ask me later." Cinder replied.

* * *

"This is the part where you tell me you're exhausted, right?" Spidey asked her the same question again, this time underneath the city while destroying another symbiote hive.

"Keep bothering me and I'll give you an 'up-close' answer." Cinder replied again, now getting irritated by his constant questions and banter.

* * *

"Okay, Spider-Man, which direction has more symbiotes?" Cinder asked the web head on the location of more symbiote hives.

"Hmm, I would say…east." Spidey pointed east, using his symbiote senses and have tracked down more symbiotes there.

"Good, then I'm going west." Cinder said before she starts walking away.

Spidey stumbles a bit when she decided to split up. "That's not very nice!"

"Sorry, but I think I'm getting a little tired. Try not to die on me." The crimson anti-hero said with a smile, waving back at the confused super-hero.

"Fine, have it your way." Spidey takes off a bit of his mask and sticks out his tongue before walking in the opposite direction of her. "Hmph. I'm glad I'm not united with her anymore. Sheesh." He said before swinging away to fight more symbiotes.

* * *

After about two hours of fighting and destroying more symbiotes on his own, Spidey takes a quick break from the constant search and destroy, fully aware that despite his best efforts, the symbiotes' numbers haven't decreased at all. For a matter of fact, their numbers are growing, with more and more humans getting infected, and of course, blaming Peter for this mess.

Peter chugs on his water bottle, refilling himself before he had enough and closed down on the cap. "This city is getting worse and worse with the number of infected people growing from within. Just wished I knew what these new symbiotes' weaknesses are, if they have one that is. And me…" The slightly depressed hero looks at his right hand and puts it on his chest, thinking about what Salem said to him about his 'light and darkness' a while ago. "Hmmm…" He thinks long and hard about her words, wondering if they were true or not, but it only leaves him more confused than he was before. He then decided to check on his Other, his spider other, "Ero, you there? Are you okay?"

A few seconds later, the Great Spider-Totem God himself, Ero, appears before Peter in his humanoid spirit form, looking a little winded than usual. "Ero, buddy, are you alright? You look tired." Spidey asked with concern tangled in his voice.

 _"_ _I'm alright…Just tired, that's all. Been constantly battling your symbiote's influence for constant hours. Trying to keep it from completely taking over. I've managed to keep its rage quelled for the time being, but I can feel its power subconsciously growing more and more. Eventually there won't be much on how I can stop it from fully bonding."_ Ero explained to Peter, making him look a little depressed.

"Sorry, Ero. Didn't mean to cause you so much trouble." Peter responded with a sad face across his red mask, feeling guilty for getting his partner in this predicament.

 _"_ _That's alright, Peter. I can still keep it at bay for a little while. But there is more you want to talk to me about, is there?"_ Ero asked, already knowing the inner struggle Peter is facing.

"It's about what Salem told me. About how my soul is uniquely composed of 'light and darkness' among other things. But I still don't completely understand her ancient words of nonsense." Peter said to his Other for advice and clarification.

 _"_ _There is…SOME truth to Salem's words."_ Ero responded.

"You mean there is more to my soul than meets the eye?" Spidey joked.

 _"_ _As the Avatar, AND the modern-day reincarnation of the Great Weaver, your soul is more special than most mortals and Spider-Totems. Your soul is like a mesh of twilight because of your sacred position, and as the epicenter of the Great Web of Life, it can also have an effect on your powers depending on the circumstance, since they are derived of magic and science combined. Light magic, dark science, dark magic, and light science."_ Ero explained to Peter about his unique soul.

"Okay, I am barely following." Peter said, still really confused about what Ero is trying to explain to him.

 _"_ _Possessing a soul of twilight can also be hard to control. Trying to use and perfectly balance between light and dark can be hard even for some gods."_ Ero continued his explanation.

"Probably because they don't take their sacred coffee each morning." Peter joked.

 _"_ _In your case, your humor and guilt represents your light and darkness respectively. And while you have mastered your light, you have barely mastered the darkness within you."_ Ero said.

"You say my guilt represents my darkness, but I've already accepted that fact. It's primarily the reason why I'm a super-hero in the first place." Peter said, using the death of his Uncle Ben as his primary motivation in his heroics.

 _"_ _Indeed, but I've sensed that guilt of yours growing more and more uncontrollable by the day. That is where your black suit is gaining most of its power."_

"No its not! How can you be so sure?" Peter asked, defending himself that his guilt isn't growing to unspeakable levels.

 _"_ _Peter, I've been living inside your body for months now. I have seen even your deepest thoughts that you've kept locked and rarely think of in your mindscape."_ Ero said to Peter, since both souls share a body now, so it's understandable he knows what Peter is and has been thinking. _"Your guilt, when not properly controlled, could someday make you perform the most dramatic and extreme of ideas, like ridiculously proclaiming nobody dies when you're around when you know that's impossible. Making risky and idiotic deals that threatens all life to save only one. Even messing with time itself using quantum energy from a time storm to rewrite history to save your loved ones."_

"That last one sounds awfully specific." Peter pointed out.

 _"_ _You'll see for yourself later."_ Ero replied, hinting at a future adventure for the web head that may or may not come to pass. _"The point is, Peter, your guilt can be a great cause for many of Earth's disasters when not probably mastered, and the only way to master your guilt is by mastering your darkness."_

"And the only way to master my darkness is by joining the losers of evil, right?" Spider-Man asked the Spider-God if that's the only way to control his darkness.

 _"_ _Perhaps…"_ Ero responded, hinting that may not be the case at all.

"Huh?" Spider-Man looks very confused and lost on what he's getting at.

 _"_ _Just remember this, Peter: Life isn't so black and white. There are numerous ways to know yourself without losing yourself. The most ridiculous and unthinkable inquiries can lead to the most marvelous of answers."_ Ero gave a very vague and confusing answer to Peter, knowing very well it'll take some time for him to understand his meaning.

"Can't you _just_ give me a straight answer without turning yourself to the Riddler?" Spidey asked, tired of the Spider-God's riddles.

 _"_ _You've have already taken the first step in understanding the light and dark…"_ Ero said, thinking back to Peter's brief conversation to himself back on Remnant, about how light and darkness are always needed for the will of the universe to survive. _"Now it is up to you to learn the rest and achieve ultimate perfect synchronization within your soul. With that, you will be unstoppable."_ And with those last words of confusing wisdom, Ero disappears back into Peter's body to continue holding off the symbiote's influence.

Peter scratches his mask, "Perfect Synchronization? What is he talking about? Why does he and Madame Web always do that? Never giving me a clear response? Whatever." Before the amazingly confused arachnid could continue with symbiote hunting, he gets a call from Cinder through his mask's internal phone system. He picks up the call, "Don't call me, I'll call you. Ah, too late, so what do ya want?" He asked his partner through the phone, already hearing the angry growl through the other line from his annoying greeting but quickly calms down.

 _'_ _I just saw S.H.I.E.L.D. quarantine camps popping up throughout the city. Thought I should inform you. I'm about to investigate one now.'_ Cinder informed his annoying partner.

"So S.H.I.E.L.D.'s getting involved, huh? That's not good. I'm gonna check one out myself. I'll contact you later on what I've learned." Spidey replied.

 _'_ _Okay, but be careful, 'cause I doubt S.H.I.E.L.D. will be too happy to see you when everyone is blaming this mess on you."_ Cinder warned him.

"AND you. Don't count yourself out just because they don't relate wall-crawling, violent symbiotes with your Saturday morning hairdo. Spidey retorted, angering Cinder in the process. "Anyways, thanks, I'll be careful." As he swings off to visit one of these S.H.I.E.L.D. quarantine zones.

* * *

 **Small SHIELD Quarantine Zone somewhere in the city**

In a small section of Manhattan, SHIELD agents have already locked up supposed infected civilians in small cages, not wanting to risk this infection spreading any further. The people inside are frantically questioning their current predicament to the authorities while also trying to figure out what's wrong with themselves, why they feel so sick and woozy.

"Everybody calm down!" One of the armored up SHIELD agents shouted.

"You are under quarantine, by order of SHIELD!" Another agent spoke up to the civilians, but his words fell on the deaf ears of the increasingly worrying civilians.

Thankfully, Spider-Man arrives just in time in hopes of quelling this heating arguments between SHIELD and the people. "What are you doing!? You've got infected people in the crowd!" The web-slinger said to the blue armored agents.

"We have orders to detain!" Another agent said to the hero, backing him off.

"They have alien parasites!" Spider-Man argued with the agent.

"Spider-Man! You are under arrest!" The spectacular wall-crawler turns around to see special SHIELD agent, Black Widow, walking over to him, and alongside her is Winter Schnee: Older sister to Weiss Schnee, Atlas Specialist of the Atlesian Military from Remnant, and recently appointed their special liaison between her military organization and SHIELD after the Goblin Nation incident.

"Black Widow and Winter Schnee?! Me?! What did I do?!" Spider-Man asked, confused and worried.

"Spider-Man, you are wanted… "Just before Winter could finish her statement on Spider-Man's supposed crime, out of nowhere through electricity bolts, the high-voltage villain Electro pops in, getting everyone's attention from his sudden appearance.

"WHERE IS SHE?! WHY DID YOU TAKE HERRR?!" Electro yelled out, confusing everyone on the premises on who he's talking about.

 **BGM-Spider-Man: Web of Shadows OST-Boss**

"Electro?! What is he doing here?!" Spider-Man asked as the electricity villain zooms around the premises a few times at lightning speed, trying to find 'her' but couldn't.

"She's not here! Where did you take her?!" Electro asked before escaping the premise, with Spider-Man en route to chasing the villain down.

"Where is he going now?" Spider-Man asked himself, avoiding the electric bar-shaped barriers that Electro is setting up to slow down the hero.

"Stop following me! You don't understand!" The scared and extremely worried Electro said before flying away as a lightning bolt.

"Your right! I don't understand!" Spidey replied, completely left in the dark on Electro's motivations.

"She never did anything bad in her life!" Max said while flying through the air in hopes of avoiding Spider-Man's pursuit.

"WHO ARE YOU YELLING ABOUT!?" Spider-Man asked, vaulting over a few electric bolts fired by the screaming Electro as he does so. The Spider does his best to slow Electro down by shooting multiple web balls at him, but they disintegrate the moment they come in contact. Seeing how long ranged attacks have no effect, Spidey goes for the direct approach, webbing up his fists and starts beating on Electro as the fish-faced lightning man recharges his power. After a brief bout, Electro flies retreats yet again with Spider-Man still hot on his trail. "Electro, what are you doing?!" He asked, finding himself in front of the floating Electro and receiving a shock to his arachnid systems. With the bug temporarily paralyzed, Electro immediately retreats into the air. "Ugh…I don't know what's gone over Electro, but he's putting innocent people at risk. I have to stop him." Spidey said as he gets back up, chasing the crazed madman to the rooftops.

Electro shoots some more lightning bolts at Spidey, forcing him to retreat and find cover. "Leave me alone! You can't stop me!" The human thunderbolt proclaimed before escaping again by flight.

"We'll see about that." Spidey retorted, giving chase once more.

As the Spider continue chasing Electro through the intensely-filled night of New York, they come across another SHIELD quarantine camp. Electro, in the form of electricity, flies inside the small camp, scaring the people inside, causing them to run out the doors when they also notice some of the infected humans turn into Symbiote Snatchers and starts chasing them.

"Great. This is truly what I needed now." Spidey said, not in the mood to deal with aliens and a lunatic madman with powers over electricity. The marvelous Avenger quickly takes down the symbiotes just in time to see Electro frantically bounce around the neighborhood. "What's wrong with him? The confused hero asked himself before continuing on with the chase.

From above ground and through the streets, Peter tries his best to keep up with Electro, who is more interested in running away than fighting the wall-crawler unless to keep him off his back for a few seconds, but no amount of thunder bolts and yelling won't keep this persistent bug down for long, especially when he really wants to know what has the villain so scared and worried.

"Electro! Max, please! Tell me what's going on!" Spidey asked while swinging through the city, dodging all the debris and electric barriers Electro keeps shooting at him.

"You won't understand! None of you can't stop me!" Electro said, getting a direct hit onto the Spider, causing him to drop flat on his belly as they've found themselves at another quarantine zone filled with on-the-amok symbiotes attacking the ill-equipped SHIELD agents.

A devilish Snatcher spots the semi-conscious Spider-Man and immediately starts pouncing on the ground as he gets closer and closer, and just before it could pounce and rip off his face, it's face is met with the aggressive fist of the Black-Suited Spider-Man, who put on the evil suit unconsciously once again. With the power of his G-Symbiote, Spider-Man quickly destroys the remaining symbiotes with a single, devastating tendril whip before he turns his attention over to Electro.

"I'll tear this whole town 'til I find her!" Electro said, producing dangerous amounts of electricity, causing all sorts of havoc throughout the city as he keeps on flying away.

"This has got to stop! I'll have to put you down, Electro!" Spidey proclaimed, quickly giving chase.

"You just try and stop me!" Electro said, as they take their fight to unfinished train tracks. The voltage menace shoots highly dense lightning blasts from his hands, forcing Spidey to parkour on the side buildings to avoid damage, kicking Electro in the chest to quit him from trying to fry him. "Leave me alone! Using her to get to me! YOU'RE PART OF IT!"

"But I'm your friendly neighborhood…Ah, never mind." Spidey said, dodging even more electric bolts while trying to reason with Electro and repeatedly failing. "Electro, whatever you're saying is not making any sense!"

"SHIELD took everybody from the building!" Electro responded while still fighting Spidey using long-ranged electrical attacks.

"Electro, you have to understand-!"

"I understand everything! I did my time, but they still took her, and it's all your fault!" Electro fires numerous and painful lightning blasts from his hands right onto Spider-Man, shocking not just him, but greatly injuring his symbiote, causing it to scream in horrendous pain. The black suit forcefully switched back to Peter's old red costume just as Electro stops and retreats again.

 _"_ _Ow, that really, really hurt…"_ Spidey said in his mind as he quickly gets right back up and continues his pursuit onto Electro. _"The suit. I felt it was in great pain when Electro shocked me. The same pain it would feel when it comes in contact with fire and sonics. Could it be the G-Symbiote's weakness is high voltage electricity? That has to be it! Why else would it willingly deform to avoid the continuous shock? Guess this Grimm/Symbiote hybrid really does have a weakness, but I'll put more thought into it later. Right now I have to deal with the crazed, electric star-fishface."_ He said, chasing Electro through the city while avoiding the symbiotes that are rampaging through the very same city.

Thankfully, the fight between the Electric Boogaloo is about to come to a close, as they arrive at a local power station. Electro floats in the middle and starts to absorb power from the plant, unleashing devastatingly huge lightning bolts at the Spider, forcing him to hop and swing away from his dangerous attacks, but at the same time tricking him to destroying the very substation he's absorbing power from. With the substation destroyed, Electro's powers start to overload as he can't contain that amount of power, blowing himself up and sending him flying smack through a couple of pillars that make even Spider-Man wince and wonders if he's okay.

 **BGM End**

The injured Electro lands on a nearby rooftop, slowly gaining the strength to stand back up. Just as he gets up, someone from the ground covers him in ice and is then shot down with a sniper gun, causing him to roll over and fall to the ground, seemingly killed by the sniper, who so happens to be Black Widow, with Winter Schnee standing next to the Russian spy/agent.

"Move in. Target neutralized." Black Widow said to the other SHIELD agents.

Spidey swings down so he could talk about Black Widow's harsh methods of engagement. "You didn't have to shoot him."

"You answer our questions, mister." Winter said, giving a cold glare to the webhead.

"Max, Max…!"

Spider-Man quickly turns around to see a young girl calling over to Electro's seemingly dead body. "That's my brother!" Electro's younger sister, the one he was searching desperately the entire city for, looking over his body while two SHIELD agents hold her away from him.

"We have news footage of you." Black Widow continues talking to Spider-Man, still insisting on his arrest.

"Let go! He's my brother!" Electro's sister said to one of the SHIELD agent, and to everyone's horror, she so happens to be infected with a G-Symbiote and is starting to manifest around her body, giving her strength to escape the grasp of the military agent and run over to Electro's body, with her symbiote getting more and more outrageous by the second.

"NOOOOO!" Spider-Man shouted, as he, Black Widow, and Winter watch as Max's infected sister transfers her symbiote to him, bringing him back to life as a newly-formed Super Symbiote. Symbiote Electro starts hovering in the air, and with little time to waste he unleashes a huge electric discharge shockwave, strong enough to destroy a couple of nearby buildings and kill dozens of people.

Thankfully, Winter and Black Widow survived and slowly regain consciousness. Natasha then gets her head together and starts to turn to her right to arrest Spider-Man. "Spider-Man, you are under-." She and Winter start to notice Peter is nowhere to be seen and are smart enough to know he wasn't killed from that electric shockwave.

"Huh? Where did he go?" Winter asked Natasha. The two take a quick survey of the area to try and find Spider-Man's current location, not noticing that he was saved by his unlikely partner in symbiote crime, Cinder Fall, who was in the area and quickly saved Spider-Man. From the rooftop the two are on, she takes a quick peek back down to see if they've noticed her. And once the coast is clear, she uses her powers of ISO-teleportation to teleport herself and the unconscious Spider-Man away from the premises.

* * *

 **BGM- Spider-Man: The Animated Series OST (1994)- Ending Theme**

 **Spider-Man: Sup, I'm Spider-Man. Listen, I think I might know a way to stop the symbiotes, but to do it we need to break into Ryker's Island and free the Tinkerer.**

 **Cinder: Hold on. Goody-two shoes Spider-Man wants to break a criminal OUT of prison? You sure your symbiote isn't controlling you to do this?**

 **Spider-Man: No, unfortunately, but if we want to save the city, and possibly the universe, we need his help.**

 **Cinder: You're risking to getting yourself arrested by sneaking into a maximum security prison, starting a fight with the guards, and using the RHINO to cause a bigger ruckus? I actually like this side of you. Count me in.**

 **Next time on Spider-Man and Cinder: Flaming Web of Light and Shadow-**

 ** _Jail Break_**

 **Spider-Man: You know, if Iron Man or Reed Richards was here, I wouldn't be putting myself in this much trouble!**

* * *

 **KFX here: If you paid close attention to Peter's and Ero's conversation, you might have recognized I made a few references to other events in the Spider-Man mythos like Peter's infamous "Nobody dies" quote from the comics, One More Day (Fuck that storyline), and future, evil Peter Parker from the game Spider-Man: Edge of Time. It would seem that Ero really wants to prevent Spider-Man's guilt and darkness from reaching those levels, especially One More Day. Not even the gods liked that storyline and wants to make sure it never happens.**

 **And also, no ISO-Chaos Armor in this story. That armor is only preserved for extreme universal threats.**


	11. Issue 10: Jail Break

_Issue 10: Jail Break_

 **Random Rooftop in Manhattan**

"Yo, Spidey, wake up…"

"Ugh…" Spider-Man slowly opens his eyes to see Cinder standing right next to him. "Aunt May, is that you…?" He asked her, dazed and confused

Cinder snickered a bit as she helps him up his feet, "No, Peter. I'm not that old to be considered an aunt."

"Really? 'Cause I'm starting to see a few gray hairs." Spidey joked, earning himself a punch to his arm from the annoyed young woman. "Ow. Sorry. Anyways, what happened?"

"I managed to save you after that Electro guy almost blew you up, and before SHIELD could arrest you." Cinder answered the bugman.

"Yeah. Now I remember. Electro's sister. She was infected with the symbiote and somehow transferred it to Electro, turning him into a…Super Symbiote. Now the guy is more powerful and uncontrollable than ever before." Spider-Man said.

He and Cinder hear screams of horror and destruction from below the rooftop they're standing on, approaching its edge to see symbiotes running wild and the police, even Kingpin's Tech Warriors, are having a hard time suppressing the chaos spreading throughout the city.

"The city is falling apart. Chaos and panic is spreading at a terrifying rate." Cinder said, looking up to the sky to see SHIELD's Helicarrier floating right on top of Manhattan." The fact that SHIELD's now involved means things could really get ugly if we don't stop this soon."

Peter then gets a call from his redhead friend, MJ, and quickly answers it with his cell phone, _'Peter, where are you?'_

"MJ, are you with Luke?" Spidey asked about her safety.

 _'_ _Yeah, I'm fine, but Peter, they're closing the whole city. The cops just told us.'_ MJ informed Peter and Cinder.

"What do you mean 'closing'?" Spider-Man asked for clarification.

 _'_ _All the bridges, tunnels, no one leaves, no one gets in. What is happening, Peter?'_ MJ asked.

"SHIELD thinks it's a disease. It's Venom. The thing, it's reproducing thanks to Salem." Peter answered.

 _'_ _Is it…? Peter, are you…'_

"I'm fine…I'm the same." Peter replied, with he too infected with the corrupted G-Symbiote. "But I don't know how to stop this."

 _'_ _Peter, you know more about this than anyone. If anyone can do this, it's you.'_ MJ said, encouraging him not to give up.

"Mary Jane, I'm so sorry. About everything." Peter apologized.

 _'_ _Do what you have to do. I believe in you, Peter.'_ MJ said.

"We're gonna check out one of these bridge closures." Spidey replied.

 _'_ _We?'_ MJ said, wondering who he's referring to.

"Yeah, uh…I'm teaming up with Cinderella again. She has her own stake in this." Peter answered, looking at Cinder's flaring flame eyes for being called 'Cinderella' again.

 _'_ _Oh. Well tell her I said hi. Just come back to me.'_ MJ said.

"I always do." Spider-Man said, ending the call and putting his cell phone back in his pocket.

"You two really are good friends that care for each other. Wished I could have a bond like that with my friends." Cinder said, getting a bit depressed over the deaths of her friends and Eddie's corruption.

"Hey. The fact you're starting to see them as more than just teammates and pawns proves you've developed a bond. A strong one at that." Spidey responded, cheering Cinder up. He gives her a pat on a shoulder, "Come on. Let's go check out one of these bridges and see what's up."

"Okay." Cinder nodded before she holds onto Peter and he swings off through the chaotic-filled city.

* * *

 **Morning**

With the symbiote infection getting worse by the minute, SHIELD had no choice but to start closing down all the bridges and tunnels leading into and out of the city. One small batch of SHIELD agents are seen guarding one of the barricade bridges as a car screeches halt before them. Coming out of the car is the fattest crime boss in all of New York, Wilson Fisk, the Kingpin, along with two of his heavily armed Tech Warriors acting as his guards.

"Who's in charge here!?" Kingpin asked as he approaches the military agents. "As a citizen of New York, I demand you open this bridge."

"I have orders, sir. Manhattan's under quarantine." One of the SHIELD agents told him to stay put in this diseased city, no matter how much the jolly ol' Fisk doesn't want to.

Just then, Spidey and his trusty sidekick Cinder arrive and land on top of Fisk's car. "You see, Kingie, the bridges aren't ready to handle your weight and-."

"I know EXACTLY what's going on here!" Kingpin interrupted Spider-Man's insult. He then turns to the webhead and crimson woman, "Tell me: How is YOUR little alien companion? And how about you, Ms. Fall? I see you failed to hold a tighter leash on your sorry excuse for a partner."

"You know Fisk?" Spidey asked Cinder, standing right next to him.

"Me and Venom stopped a few of his 'fun time' operations a few weeks back, but I've never actually MET the guy up front." Cinder answered the wall-crawler. "If I were honest, this guy looks like he could break my spine with little effort."

"Yeah. Despite his weight, ol' fat guy is really strong. Always had trouble when facing him one-to-one." Spidey said.

Kingpin let's out a small "Hmph" to the heroes before turning back to the SHIELD agents blocking his path to freedom. "I plan to retire to my country estate. Step aside." He menacingly said to the soldiers.

"Is the Kingpin actually scared?" Spidey taunted, hitting a nerve.

"Guess you're just all talk and no bite, huh?" Cinder also taunted with a smirk on her face.

"…Where are all the good guys?" Fisk asked to ignoring his enemies' taunting. "Where's Richards? Stark?" He turns to Peter and Cinder, "Some so-called genius that will get rid of these things. Too bad all the mad scientists are at lockdown at Ryker's."

Cinder immediately picks up at the small hint that Kingpin was giving them but stays quiet as he turns away from Spidey back to the officers in military blue armor, "Maybe I was leaving prematurely. Let's go! Everybody! We're going back!" He said to his guards and walking away from the bridge.

"Come to think of it: Where are Richards and Stark?" Spidey asked, hopping down from the car he was crouching on.

* * *

 **Few moments later on a rooftop building**

Spidey takes out his cell phone and gets ready to call while Cinder leans next to a contained air duct with her arms crossed.

"Oo, I'll try Richards first." Spidey said, pressing a single key to get speed dial for Reed Richards.

 _'_ _You've reached the headquarters of the Fantastic Four.'_ The female operator of the FF started speaking up.

"Reed Richards, please?" Spidey said to the operator, in hopes of getting Richards to answer him.

 _'_ _For analytic data systems: Press one. For the arms production project: Press two…'_

"Argh. Great…" Spidey mumbled, not in the mood to deal with waiting for the right number to call the FF. "What about four? As in Fantastic?" He asked, pressing the 'four' key on his phone.

 _'_ _For Mr. Fantastic: Press one.'_

"Yes." Spidey said, a little cheerful as he presses the 'one' key on his phone.

 _'_ _This is the office of Doctor Richards. He's away on urgent business in another star system. Please leave a message. Mailbox full.'_

"Well he won't be back anytime soon. Try Stark. I believe he's still somewhere on Earth. Hopefully." Cinder suggested from the side.

"Ugh, fine. I'll try Stark." Spidey begrudgingly said before pressing another key on his phone.

 _'_ _You have reached Stark Tower…'_

"Ugh. Zero. Operator."

 _'_ _Due to a public health emergency, Stark Industries is closed.'_

"Who am I kidding? If he could be here, he would be." Spidey said before getting the idea of another person he could contact. "Maybe Hank McCoy." He presses another key on his phone.

 _'_ _Your call cannot be completed as dialed. All circuits are busy.'_ The operator said, giving more hopelessness to Peter but does a good job getting a chuckle out of Cinder.

"Henry Pym? Ah forget it." Peter said before dialing another number to call, this time being someone who knows will pick up. "MJ, it's me. How are you doing?" He asked.

 _'_ _I'm okay. I'm helping Luke run a storage shelter.'_ MJ informed him.

"Good. That's good. Listen, I have a crazy idea that might save us. I'm going to Ryker's prison to get a mad scientist to make a bomb to destroy the sym things without hurting any of the people. I know the Tinkerer's in there." Spider-Man explained his plan to MJ, getting a huge interest and surprise from Cinder standing next to him, never expecting him, the good guy, to be so desperate for help that he'll willingly break into prison to break out a criminal to save the city.

 _'_ _Uh huh.'_

"Course I'm gonna have to break him out of prison because SHIELD and the police are after me, but…"

 _'_ _Uh huh…'_

"Mary Jane…I'll be breaking the law."

 _'_ _Okay, okay. Look. You have to do what you think it's right.'_ MJ said, knowing that this is the only chance they've got in destroying the symbiotes.

"Okay. Thanks. Gotta go." Spidey said before turning off his phone.

"This is something I wasn't expecting from you." Cinder spoke up, walking to Spider-Man. "None of the heroes of Earth, or the Huntsmen from Remnant, would EVER risk breaking into prison and becoming wanted criminal to save the world. Are you sure that black suit isn't influencing you to do this?" She asked the good guy super-hero.

"No, but now I wish it was." Spider-Man replied.

Cinder smiles, "Hmm. More and more, you somehow find new ways to impress me. Let me tag along. That way I'm sure you won't mess this up."

"Thanks. Okay. Time to do something drastic." Spidey said as he and Cinder walk over to the nearby Moon Knight and Vulture, who was waiting patiently for them.

"Spider-Man, you realize that cell phones are not secured?" Moon Knight asked the webhead.

"Of course he does! A clever way to call for help, young man." Vulture complimented his spider foe but ally in this battle.

"No, actually…" Spidey starts talking but gets interrupted by Moon Knight.

"DON'T do it." MK said to the teenager super-hero, shaking his head in disagreement.

"You have the right idea." Vulture said, encouraging the kid to push through with this plan.

"You'll be a criminal."

"You'll save the city."

"HEY!" Spidey speaks up, getting the two to shut up and listen to his opinion. "You want to do the right thing?"

"It's not that simple."

"Of course it-." The arguing old bird and crazed lunar knight stop bickering when Cinder pulls her flaming sword down between them.

"Ryker's! It's an island! We just need a ride! So shut up or face my wrath!" Cinder threatened them.

"Volunteers?" Spidey asked who wants to take the two to Ryker's Island. Not what he and Cinder were expecting, they both raise their hands to volunteer as their escort, causing the spider and Remnant lady to share a quick, confused glance at one another before sighing on who they'll chose.

* * *

 **That night at Ryker's Island**

 **BGM-Spider-Man: Web of Shadows OST-Jail Break**

Spider-Man and Cinder, in her Stealth Outfit, are seen riding on top of Moon Knight's airship as they make their way to New York City's Ryker's Island prison to break the Tinkerer out from jail.

"So, what's the plan to break out the Tinkerer?" Cinder asked her partner.

"It's a plain one, but it's all we got now." Spidey replied, using his Webware to show a holographic projection of Ryker's Island to Cinder. "I know he's somewhere in the main cell block. If we want to break in, we need a battering ram to bust through the security doors as quickly as possible. And if who I think is here, then that spot has already been chosen."

The black stealth suit woman from Remnant takes a closer look at the hologram. "Hmm. Okay. I understand. Let's silently take down as many guards as possible before the alarms notice they're knocked out. Then I'll stay topside and help out through the shadows while you cause as much trouble with whoever you're thinking of using."

"Alright. Let's do this." Spidey said, giving Cinder a fist bump.

Their airship gets close enough to the island, prompting the heroes to silently jump down to the entrance of the prison, with Spidey giving a two-fingered salute back at Moon Knight. _'Good luck, you two. The power of Khonshu is at your side!'_ The server of the moon said before leaving through the skies.

Peter activates the customized stealth mode of his suit, warping all light and sounds around himself, rendering himself completely invisible. He tosses Cinder the green googles and earpiece needed to see and hear him. "This is some awesome stealth equipment. Thinking of making me one when this is over?" She asked with a smile.

"Nope."

"Aww, you're no fun." Cinder replied before she and Spidey leaped quietly to the walkway surrounding a square section of the entire prison. Knowing there is no time to waste, the two uses their very unique stealth takedowns on the Ryker guards, rendering them either unconscious or webbed up to the ground until that section is clear of guards. Unfortunately for them, with the sudden inactiveness of the knocked out guards, the alarms start to ring, causing more guards to start showing up.

"Anytime, Cindy." The Stealth Spidey said through their communicators.

 _'_ _Relax. Keep your pajamas on, Webhead.'_ Cinder replied, taking out another guard before reaching the control panel that releases a super dangerous criminal from this section of the building. "Let's see what's behind door number one." She said, pulling down the lever that deactivates the huge cell.

A few guards trying to determine where the intruders are located are suddenly attacked from behind by a man in an armored, rhino suit after being released from his cell, using his horn to take down a few more guards.

"Rhino!" Spidey shouted after taking off his stealth mode to greet his old foe. "It's good to see you again, buddy."

"Spider-Man!" Rhino shouted, charges at Spider-Man with his horn sticking in front of himself.

"Whoa! Hold it!" Spidey dodges out of Rhino's reach. "I'm not here to fight! I was the one who broke you out!"

 _'_ _Actually it was me, but whatever.'_ Cinder commented through their comms.

"Why?" Rhino asked the good guy.

"No time to explain! I need your help in breaking out the Tinkerer! Help me with this and I'll you escape!" Spidey explained to the human rhinoceros.

"Hmph! Fine! Let's hurry it up already!" Rhino said, getting his charging position. "Hop on, bug, and hold on tight!"

Peter puts his finger up to his ear, "Cinder?"

 _'_ _I know! Just keep the guards busy and distracted from me.'_ Cinder replied, moving stealthily through the walkway, taking down any guards that hasn't seen her yet.

Not wanting to keep Rhino waiting, Spidey hops onto his back. "YEE-HAW! Giddy up, doggy! Let's ride!" The excited Spider-Man said, using Rhino to smash through all the guards, towers, and stone walls blocking their path, grabbing the attention of practically the entire facility, leaving Cinder all alone to move freely to another control panel and deactivate the metal gates leading to the recreation yard.

To keep the Spider and Rhino from advancing, the guards set up containment mines all across the yard to slow and take down the costumed freaks. "Spidey, they've set up containment mines. Be careful." Cinder informed her partner in 'crime' from the walkway.

"See them!" Spidey said, using his webbing to maneuver Rhino away from the mines while still smacking through Ryker's yellow-armored guards. As they make their way to the detention center, the hero notices the gates leading there are closed and hard to bust through. "Great! The gates are locked! What do we do?"

 _'_ _Destroy those generators in the area. Maybe they're the key.'_ Cinder told him.

"Will do," Spidey replied before speaking to his ride-on animal. You heard that, Rhino!? Destroy those generators!" He points to the big, black boxes planted all across the yard.

"You got it!" With enough speed and force, Rhino smashes through the generators like a rampaging, well, rhino, and with the generators destroyed, the gates leading inside the detention center opens up for them to enter.

With her part of the mission complete, Cinder jumps down and lands on Rhino's back to meet with Spider-Man. "Is there room for one more?" She asked her web-headed partner with a smile.

"Not really, but we can manage." Spidey replied before turning to his front. "Giddy up, Rhino!"

"I'm not a horse, you know!" Rhino annoyingly replied but listens to him anyways, busting through the detention center as if he's catching a sale at Best Buy today until they arrived at an elevator and Spidey and Cinder hop down from his back. "I'm blowing this joint!" The horn-headed criminal said.

"You sure about that, big guy?" Cinder asked him.

"Uh…" Rhino doesn't reply as he crouches down on the elevator.

"There's no button in there, Rhino. It's over here. Peter points to the control panel he's standing in front of. "That's why it's called 'maximum security'."

"Give me a hand, you shrimp!" Rhino said to get the bug to help him escape like he promised.

"Well, what are you gonna do?" Cinder turns to the hero, wondering if he's really gone set a dangerous villain free to the city or keep him in prison.

 _"_ _Let him go. The Rhino could prove to be a helpful ally against Salem and Venom."_ Peter's black suit starts talking to him again, trying to gain control over his body. _"He's not smart enough on his own. With us as his owner, he'll do whatever we tell him to do, but only if we break. Him. Free."_

Despite the symbiote's influence getting stronger and stronger, Peter is still able to shake it off and not listen to it, but now has to think of a way to trick Rhino is staying in prison. "Rhino, you've got to get to the front gate right away."

"What for?!" Rhino whined.

"To escape, silly!" Spidey said. "See, when you broke through the wall, you must have triggered an automatic security override protocol that disable the lift!" Spidey said, using big words to confuse Rhino. "But see, we broke through the front gate when we came in here, so if you go as fast as you can back to the way we came, you'll be home free." He finished, giving Rhino two thumbs up as encouragement to his plan.

Rhino crawls from the lift and stands up, "You did something right, for a change," he then starts running back the path they've came through, "Full speed ahead!" As he breaks through the prison once more.

Cinder walks up to Spidey, "Tricking him to get himself recaptured. Not bad. Keep this up and you might become a more dangerous villain than Salem."

"Uh, thanks, I think. Now let's go get Tinkerer." Spidey said, with him and his partner running through the halls until they've found Tinkerer's cell and freed him. "Hey, Tinkerer! You in there?" Spidey asked as he and Cinder walk over to his cell. "We're, uh, breaking you out."

"HE'S breaking you out. I'm just here to watch." Cinder corrected and joked with the webhead.

"Really?" Old man mechanic, Tinkerer, said completely intrigued on why the hero is breaking the villain out of prison.

"I'll bring him back once we're done saving the world. I promise." Spider-Man promised as they make the three make their way to the lift leading them out the prison.

 **BGM End**

* * *

With the use of the elevator, Spider-Man, Cinder, and the Tinkerer arrive at the rooftop of the penitentiary. "Huh. We made it." Tinkerer said as they've arrived.

Spidey helps Tinkerer walk along the roof so Moon Knight could pick them up, but unfortunately, it wasn't just Moon Knight that they saw, but Black Widow, Winter Schnee, Qrow, Raven, llia, and some SHIELD agents that saw them escaping.

"Spider-Man." Qrow said, almost in disbelief that Spider-Man actually committed a serious crime in breaking a wanted criminal out of prison.

"You've committed about 65 felonies, Spider-Man!" Black Widow said as they approached the three criminals.

"This is new from you. I like it." Raven complimented Spidey with a smile.

"Is that really something to be proud of?" llia asked her.

"I'll be taking the Tinkerer!" Vulture proclaimed as he descends down.

"Step back, Vulture!" Moon Knight told him.

"Well done, Spider-Man." Kingpin and some of his goons approach Spidey and Cinder.

"Uh, hi everybody." Spidey awkwardly greeted everybody.

"This was his idea." Both Cinder and Tinkerer said simultaneously while pointing at the accused Wall-Crawler.

"Vulture. Mr. Fisk. Hell, everyone. You are being taken into custody for aiding and embedding…" Winter talks into arresting everyone that was somehow involved in the escape of the Tinkerer but Kingpin interrupts her.

"Ms. Schnee, surely in this crisis calls for extraordinary measures." Kingpin told her.

"I'm trying to save this city. Spider-Man defended himself.

"We are ALL trying to save this city." Fisk said.

"I have the situation under control!" Black Widow shouted.

"Electro was under control!" Spider-Man argued with the other spider-themed hero.

"Ms. Romanoff, you can follow the book and be the scapegoat, or you could truly take control." Kingpin suggested to listen to reasonable reason.

"We are not talking to you, Fisk!" Winter said.

"Are your superiors giving you the means to succeed, or insuring your failure!?" Kingpin just gave Winter and Black Widow a good dose of a reality check, getting them to see they have no other choice in stopping this infection and saving the city.

"…Take Spider-Man, Ms. Fall and the Tinkerer to the command station at Stark Industries. Let's move! Clear this area!" Winter said to the SHIELD agents.

"Well done, commanders." Kingpin gives a fake applause to Winter and Black Widow.

"Get out of here, Fisk." Natasha said back to Fisk before she and everyone else leave back to Stark Tower.

* * *

Now that they have the Tinkerer within their ranks, they might have a means in stopping the symbiotes before they could take over the world and Remnant. Little did they know, Widow's superiors did not share the same sense of optimism.

"It would seem the cavalry has arrived." Tinkerer said, as he and everyone else inside their aircraft spot the Helicarrier floating above a bridge, getting ready to fire a weapon.

"What are they doing?!" Spidey asked.

"What idiots in authority always do." Tinkerer replied, with the Helicarrier using its missiles to blow up the bridges and tunnels from the map.

"What are they doing?! This isn't right!" Spidey said, horrified that SHIELD would go this far in preventing this alien disease from spreading.

"Look!" Cinder points out the window and notices a blue beam firing out of the Helicarrier and creating an electric dome that surrounds all of Manhattan, keeping everyone out or in.

"It looks like we're trapped inside a dimensional barrier, affecting all tech and magic that possess inter-dimensional travel. No one gets in or out of this dimension as long as this dome is open. Perhaps this is the best way to stop it from spreading throughout our dimensions." Tinkerer said to the two.

"So it's up to us now." Cinder said.

"Yeah, and I'm betting good money Salem wanted this to happen." Qrow approached the three. "She wants to divide us, scare us, weaken us, and then crush us at our most vulnerable, and so far she's done a pretty damn good job, possessed or not."

"Then Salem's gonna learn that strength doesn't come from numbers." Spider-Man said with a determined face, knowing this isn't over. "I promise you, before this is all over, she's gonna learn the hard way of what happens when you threaten my city! So wherever you are, Salem, just know you've made this personal, and I won't rest until you're beaten, for good!"

* * *

 **Infected Prime Symbiote Hive**

The Symbiote Queen, Salem, watches from her prime hive to see that SHIELD has put up the dimensional barrier to block all inter-dimensional travel, or simple teleportation outside the city, and she couldn't have enjoyed it any more. The Queen let's out an evilish laugh, "Just as I expected. Those fools have trapped themselves in my new kingdom: The Klyntar Kingdom. Try as they might, nothing they do will stop the ritual from taking over this world and then Remnant. This is only the beginning, humans. For I, the Supreme Symbiote Queen, won't rest until you've all been consumed and destroyed. And Spider-Man, no matter what path you choose at the end of this venture: The light, the shadows, or the twilight, all roads will surely lead you to your ultimate destruction by my hand." She said with a grin before laughing again.

* * *

 **BGM- Spider-Man: The Animated Series OST (1994)- Ending Theme**

 **Spider-Man: Sup, I'm Spider-Man. With the city now overrun by symbiotes, and little heroes to help out, me and Cinder have to help out SHIELD strike teams and escort civilians.**

 **Cinder: No matter how many we save, more people will get infected, or eaten.**

 **Spider-Man: That's the harsh life of being a superhero.**

 **Cinder: I don't recall being a hero.**

 **Spider-Man: Okay, fine, ANTI-hero. You happy, Crimson Sable?**

 **Cinder: Whatever. Let's help out SHIELD. Hopefully this might leave a dent in Salem's plans, whatever her true means on executing them are.**

 **Next time on Spider-Man and Cinder: Flaming Web of Light and Shadow-**

 ** _The Amazing Crimson Spider Escorts_**

 **Spider-Man: Are we gonna start calling the city, "New Symbiote City?" Because there's symbiotes everywhere.**


	12. Issue 11: Escort Missions

_Issue 11: The Amazing Crimson Spider Escorts_

 **Manhattan, Stark Industries Tower (Resistance's Base)**

Manhattan, the entire city of New York, or I guess you can call it "Neo Symbiote City" in the new Klyntar Kingdom, has been almost completely overrun with millions of G-Symbiote monsters, infected humans and Grimm alike. The zombified-like monsters are causing all sorts of havoc and chaos in this infested town that's starting to look like a mixture of Salem's home at Remnant and the symbiote home world, the planet Klyntar. People are running for their lives, having no idea where to go since all the bridges have been destroyed, the tunnels collapsed on themselves, and an extremely dangerous, electrified dome surrounding all of Manhattan that prevents any sort of teleportation into and outside the city, that includes inter-dimensional travel as well, so no communicating with the outside dimension for back-up, leaving the human resistance alone in this horrified wasteland.

With the likes of Avengers Tower and the other superhero bases completely overwhelmed with an armada of symbiotes, SHIELD had no choice but to make their base/shelter over at Stark Industries Main Tower, standing tall at Battery Park, marking a single beacon of hope for the humans of New York.

From the very top roof of the shielded Stark Tower, Cinder Fall looks towards the outside barrier protecting the tower, painfully looking at the destruction she indirectly caused, all because she wanted to help Eddie Brock gain full control over his symbiote. "To think…There was a time where I might've enjoyed seeing the world burn…" She started talking to herself. "But now…" She looks away from all the fires and panic of the people. "After everything I've been through this last year, it almost hurts to see this much destruction happen all at once, even more when I had an indirect hand in it, all because for once in my life I wanted to help someone that wasn't for my own selfish goals." She looks towards the chaos again with a miserable face. "This…infection…"

"This is more than an infection."

Cinder turns around to see Spider-Man standing right behind her, "This is an invasion," he said as he starts walking towards her, "A real life, alien invasion, with the usual agenda being hell bent on destroying everything in their sight until all is nothing in this universe, and these symbiotes, they're the worse of the worse, well except for Justin Bieber's fans, now they are real monsters." He joked at the end there.

"All started because of the new, miserable path I'm currently walking." Cinder said depressingly.

"Hey, what did I say before? Being all depressed and moody is my job." Peter said with his usual go-happy lucky voice, putting his hand on her right shoulder to comfort her. "Besides, if anyone is to blame for this mess it's me."

"Why?" Cinder asked.

"I was the one who found the symbiote on Battleworld then brought it with me to Earth when I thought it was a normal piece of cloth." Spidey answered her. "It wasn't until later when I learned it was alive and used my body for crime fighting while I was out taking a snooze. To this day I still don't remember those nights. If only I found a better way to get rid of it, then none of this wouldn't be happening." He said, slightly frustrated.

"You like to feel guilty for just about everything that's related to you, don't you?" Cinder asked.

"I can't help it. If anyone gets hurts because of me, even if it's a random stranger I don't even know, I HAVE to take responsibility. It's my responsibility. My guilt. My darkness…" Spidey depressingly replied while looking away from Cindy.

"Your darkness?" Cinder questions him.

Spidey turns back to face her, "It's about what Salem said earlier, about my light and darkness and how I apparently use both in battle, but not to their fullest potential. A perfect, synchronized soul. What do you think light and darkness is? Should they be only used for good and evil respectively?"

"How should I know? What about ask the resident, all-knowing bug god of the multiverse that's living inside your body?" Cinder asked.

"Can't. Ero is busy keeping my symbiote from taking over both our minds, so he's kind of unavailable right now, as well as most of my awesome mystic spider god powers. That, and he likes to be annoyingly cryptic with his answers." Peter answered.

"Hmph. Well, if I were to answer your question…" Cinder looks to the city, pondering and thinking over Peter's question about the light and darkness. "Honestly, I'm not entirely sure. This is the first time I've been really asked such a question. I mean, I GUESS it's possible. Eddie, well, before we got ourselves in this mess, was trying to use his corrupted symbiote to fight crime and protect people, so using the power of darkness for a force of good isn't _completely_ unusual." She gave her best answer to the Spider.

"Problem is, the darkness can corrupt a person just from taking a quick peek, so how can you keep control over yourself without turning into someone you're not?" Spidey asked, afraid of what happens if he fully succumbs to his poisoned darkness.

"I don't know. I'm not a fortune teller that has all the answers." Cinder replied, getting slightly annoyed by this topic.

"That explains the lousy service." Spidey said, angering Cinder.

The two crimson heroes start to hear the noise of a small aircraft arriving to their spot on the tower. As it approaches they notice Black Widow and Winter Schnee standing on top of the flying vehicle, ready to pick them up. "Spider-Man. Ms. Fall. You're needed." Winter said to the two.

"What? To send us to our doom and demise in Symbiote Hell? Alright, sure." Cinder casually joked as she and Spidey hop on the aircraft with the two special agents of two worlds.

The SHIELD aircraft begins to descend to the lower levels as Black Widow begins to explain their plans to the webhead and his crimson-dressed friend. "Spider-Man. Ms. Fall. While the Tinkerer develops a super weapon to defeat these creatures, you two will assist our forces."

"Did we just get drafted?" Spidey joked.

"Listen, please. I do not have time for chatting or childish jokes." Natasha replied, not in the mood for Spidey's unwitty humor.

"I thought humor help people through adversity." Spidey said.

"Shut up!" Widow and Winter retorted, getting a silent chuckle from Cinder beside them.

"Briefing begins now." Winter took command for the briefing. "SHIELD has prepared this area around Stark Industries as a base of operations. We will attempt to rescue as many civilians as possible and bring them here."

"What's the deal with the giant, electric fence?" Cinder asked the commanders.

"This barrier provides some protection from these creatures. Exercise caution near these barriers as they can be quite deadly." The Schnee replied to Ms. Fall.

"Good to know, good to know. Want our cell number?" Spidey asked the leading women.

"Stark Industries is being used a rescue shelter and temporary hospital, and no, we do not want your cell number." Widow replied to the other Spider. She takes out some small earpieces and gives them to the duo. "You will now use our advanced communication device."

"You think of everything." Spidey said as he and Cinder put on their earpieces.

"Yes I do." Widow replied, impressively back flipping from the aircraft to the ground, with the other three following suit.

"Spider-Man, it is imperative that this safe zone remain intact. It is our only hope for saving the citizens of New York." Winter told the Spider.

"Okay, okay. We'll do our best." Spidey said.

"So what's our first job, o fearless commanders?" Cinder asked while simultaneously mocking them, which does get on their nerves slightly.

"We have heavy combat patrols that are tasked with reducing the Symbiote threat level. I'm sure your unique skills in causing trouble out of your control and then brooding about it should enhance their effectiveness." Winter answered, concurrently mocking Cinder with a smirk as a way of little revenge.

"Thanks." Cinder said, sounding serious and looking at the white-headed Schnee with a deadly stare.

"Okay. What about me?" Spidey wonders about his mission in this combat zone.

"I am ordering armed rescue teams to patrol outside of the safe zone, locate any uninfected citizens they can, and evac them back here." Widow informed Spidey.

"Good luck with that." Spidey responded.

"You are going on the first patrol."

"I had a feeling. Still it's nice to be asked." Spidey said, agreeing to the mission.

"Good luck you two." Winter told them before she and Widow make their exit to check on things around Stark Industries.

The sun starts to rise from the sky, signifying it's the morning, first morning of Symbiote City. Before she could leave, Cinder waits with Spidey for a bit to see his partner for this mission: A SHIELD agent riding a highly battle armored A.P.C. truck, equipped with the latest gear to take out symbiotes and rescue civilians.

"You my wing man, Spidey. Bet that alright. Let's go hunt down some of those ugly suckers." The SHIELD agent with an accent said to Spidey before re-entering his A.P.C.

"This is gonna be interesting, for you at least." Cinder said to Spider-Man, who is not completely sure about his new partner. Cin pats Peter's shoulder a bit, "Try not to give that man a headache. See ya." Cinder takes off to find some SHIELD strike teams to help out.

"This is gonna be a glorious day. I can feel it." Sarcastic Spidey said before attending to the A.P.C. and they ride out into the city to find citizens in need of a rescue.

* * *

 **BGM-Spider-Man: Web of Shadows OST-Symbiote Invasion**

The determined, and unusually acrobatic, Cinder Fall leaps from wall of a building to swinging from a light pole like she's Spider-Man in the infested city, avoiding all needless conflict with the symbiotes plaguing its streets until she reaches a strike team having trouble fighting against the monstrous Symbiote Snatchers.

"Having trouble, gentlemen, because I'll be happy to assist." Cinder said as she reached the combat team.

"Thanks, miss! These things are everywhere! We need all the help we could get!" A SHIELD solider said while killing some of the incoming symbiotes with his energy assault rifle.

Wasting no time, Cinder summons her glass bow from thin air and starts headshotting a small batch of symbiotes in a single shot. She quickly creates a fire spear and tosses it at another snatcher through its gooey chest, killing the poor thing before ending off a few more symbiotes with her sword, slicing them up into two.

"Hmph." The cocky woman smirked, thinking it was all over. Suddenly, for some strange reason, she feels a strange 'tingling' sensation from the back of her skull. _"What the…What's this feeling I'm sensing? It's saying that danger is…right behind me."_ She quickly turns around and immediately rolls away after seeing a symbiote Ursa about to lunge at her. The infected Ursa turns around and faces Cinder again, charging at her once more and tries to swipe her skin right off her body, but strangely enough for it and Cinder, the woman's reflexes have greatly improved, and combined with her enhanced speed, she was able to dodge every claw swipe almost unconsciously, as if time itself slowed down for her, then back flip kicking the Grimm away with her new agility. "Huh?! How did I do that?!" She looks around her perfectly normal body to see if something has caused her to move so perfectly and effectively, but couldn't find anything.

The monstrous Ursa was able to quickly recover from that painful back flip and begins again to attack the unknowing and confused Cinder. _'Look out!'_ A strange voice in her head tells Cinder to stay focus on the battle. Cinder regains her attention to the Grimm, and to her shock, she resorts to brute force and uppercuts the Symbiote Grimm's head right off of it with astonishing strength that she never had before.

"Whoa! That's insane, lady! We never knew you were this strong." A SHIELD agent said to the dumbfounded Cinder.

"Me neither." She replied, staring deeply to her palms while trying to grasp the insane actions she just performed during that last minute. "First my speed, strength, and senses has been dialed up to 11, and then I start hearing voices in my head. What is going on with me?" She asked herself but couldn't come up with an answer. "Maybe I'll ask Spider-Man once we're done. He should know, I hope." She concluded, figuring that Spidey might know the answer to her mysterious 'enhancements' and continues helping out any strike team she comes across, not knowing this is only the start of her new, unawakened powers, the likes that makes all symbiotes and Grimm pale in comparison when it's fully grown.

* * *

"YEE-HAW! Alright, you little varmints, Sheriff Spidey and his SHIELD cowboy are here to tangle you up!" Spider-Man puts on an impression of someone from the Old West while he and the SHIELD A.P.C. truck take on a line of Symbiote Slashers and small Symbiote Creeps as they make their way to save some civie folk.

 _'_ _Help! Is anybody out there!? Please help us!'_ A normal, frightened civie contacts the A.P.C for help.

"This is SHIELD A.P.C. tag-on Charlie, we receive you, what's the situation?" The SHIELD agent replied to the person with the truck's communicators.

 _'_ _We're hold up in here! There's more of those crazy things just in the north east!'_

"No problem!" The A.P.C. speeds up to hurriedly save the civilians, smashing through incoming symbiotes while Spidey swing kicks through a horde, landing on the ground before firing a huge impact webbing that encases the lot.

With no symbiotes to worry about, the civilians that were previously hiding come out and head towards the A.P.C., hitching a ride to avoid being food or turn into more symbiotes. "Alright, partner, where to next?" Spidey asked the agent.

"I'm detecting more civilians pass this blockade." The agent said, directing Spidey to a blockade of smashed up cars that blocks their path to a small group of the Rolling Sevens gangsters surrounded by symbiotes, with one man getting kidnapped from above by crawling Symbiote Grapplers: New types of symbiotes that look like Venom physically with some red coloring on the hands and backs, sharing no eyes whatsoever. "It's up to you now, Spidey. Get to them before those symbies does first."

"Not a problem." Spidey said, swinging to the civilians and start kicking all sorts of symbiote butt, even saving the one dude that was kidnapped by one of the Grapplers before rescuing all of them and taking them back to the vehicle.

"One more stop. We got word of some people up on a roof, but we gotta clear these things out first." The SHIELD agent driving the A.P.C. informed the Spider, directing him to gangsters on a roof that's about to be overrun by symbiotes.

"Clean up at Isle 4, you say? I'm on it!" Spidey joked, hurriedly web striking a series of symbiotes in rapid succession that leads him to the rooftop of those scared gangsters. "Hope you boys aren't afraid to fly!" Spidey uses his webbing and creates web parachutes, attaching them to the men so they could safely fall from the roof to the A.P.C. for pick up.

"That's all of them! Let's go, go, go!" The driver shouted, hitting the gas pedal with full force and starts driving back to the resistance base at Stark Industries. As he gets closer and closer, a couple of Symbiote Snatchers hop on board and starts tearing the truck apart. The A.P.C. smashes to a wall, knocking out a few symbiotes except two. Spidey quickly hops back on top of the A.P.C., about to do battle with the remaining ink monsters until he notices they are close to the electrified gates surrounding Stark Industries, and when the truck and Spidey safely passes through them, the symbiotes receive a painful rejection shock and are knocked back from the truck.

"Sorry, little varmints, but we don't accept friend requests from strangers without eyes and smell like death! Maybe next time if you keep your act together!" Spidey quipped.

 **BGM End**

* * *

 **Later…**

 **BGM-** **Dragon Ball FighterZ OST-Spirit**

After helping out some more strike teams and assisting caravan extractions, the scarlet blue duo takes a quick, well-earned break on top of Stark Industries before they head off to help with more escorts.

"Phewee! That hit the stuff." Peter said after eating a delicious, clean sandwich, watering it down with a big gulp of water, "Nothing like working up an appetite after risking your neck and nails from saving dozens of non-monstrous people that doesn't want to eat your brains." The happy, go-lucky and laid back webhead turns to his left, noticing a quiet Cinder barely eating her lunch that consists of a burger and fries. "Aren't you gonna eat your fries?" He asked his partner.

"I'm not hungry." Cinder replied.

"Why? Did the chef flip your burger wrong or something?" Spidey joked.

"It's not that. I'm just feeling…weird all of a sudden." Cinder said, looking at her arms and hands, still in deep thought about her sudden, superhuman enhancements.

"What level of weird: Crazy weird or insanely weird?" Spidey asked.

"Just…weird. It's hard to explain it." Cinder replied, mostly because she's confused by Peter's question. "My strength, speed, senses, just about all my regular human abilities have just got a massive upgrade all of a sudden."

"Okay, how? You sure this isn't coming from the ISO-8 I gave you?" Spidey wonders.

Cinder shakes her head, "No. I think. I'm not really sure. It FEELS like it's coming from the ISO-8, but at the same time it feels extremely different."

"There's still a lot we don't know about the ISO-8, even after months of research since that weird Pulse event that took out the entire world's tech." Spidey said.

"You don't think I'm infected with a symbiote, do you?" Cinder asked him of the possibility.

"If you were I would've sensed it with my symbiote, but let me scan your DNA to see what's really the problem." Spidey stands up and uses his suit's highly advanced scanners to scan Cinder's blood cells and DNA strands to find out the source of her problem. "Hmm. There is something weird going on here."

"Like what?" Cindy asked.

"There's some sort of anomaly I'm seeing her. Your DNA is somehow evolving, mutating, down to the cellular level that it's almost hard to notice." Spider-Man informed her. "And as we guessed it, your ISO levels are also increasing as well. It's quite amazing actually. Never got readings like this before."

"Uh-huh, so can you stop drooling over my DNA and tell me what's the problem? Will I be okay or not?" Cinder asked the genius, hero geek.

"Oh definitely you'll be alright. Nothing I'm seeing here says you're in mortal danger. As for what's caused this, I'm still lost, but it does seem to connect with the ISO-8 in some way." Spider-Man informed her as he turns off his scanners. "For now don't worry about it. Once we save the city, I can do another full scan if anything changes. Hey, see this as a good thing. My creatively awesome ISO-8 seems to be working in your favor more than I thought it would do. Granting you strength and agility you normally wouldn't get from a standard crystal. This will also help fighting off those symbiotes much easier, so don't look so all down and gloom." He said to cheer Cinder up.

"I guess, still…I feel there's more to my sudden change than we are led to believe. Ever since my eye was healed, I started to feel funny. Anew. Like someone else is a part of me now. It definitely doesn't feel like that time I almost stole the full force of the Fall Maiden; I know that for sure." Cinder said, gently touching her chest while doing so.

"Again, don't worry about it. We'll figure this out later. C'mon. Break time's over. Back to being a hero." Spider-Man told her.

"I'm no hero, Peter." Cinder said, denying being a hero.

"You're helping people aren't you? That's what we heroes do." Peter said.

"Let's just end this dragged on conversation and get back to our duties." Cinder said, wanting to end their small talk.

"Yes, hero." Spidey chuckled to annoy Cinder before the two hop off the roof to continue their escort missions.

 **BGM End**

* * *

 **Main Hidden Symbiote Hive**

At her main base of ugly operations, the self-proclaimed Symbiote Queen, Salem, is seen sitting on her icky throne, consciously observing the GS ISO-8, an ISO-8 she created by fusing her ISO-8 Chaotic Reactive with Grimm energy, symbiote energy, and her own dark magic powers. She repeatedly looks at all sides of the mysterious ore from space as if she's trying to find something about the stone, something that keeps leaving her stump like a log, even for someone as intelligent at her.

"The ISO-8. What a mystery you are," She started talking, looking at her clear reflection from the marvelous cosmic stone. "Even after weeks of heavy research of our own, we barely tapped into the full nature this stone contains. A rare material from the cosmic skies that steadily increases in power to no end, but there's more to it than that, is there?" She questions the non-talking stone. "From what we discovered, not only you've made your presence native here on Earth, but apparently on Remnant as well, dating back many centuries ago even, when my world was still young, with emanations similar to the ISO-8 were detected during those ancient times."

She puts down her cosmic rock next to her small table and starts to pondering over her recent question. "This doesn't make sense. How come we're only NOW finding out that similar energy to the ISO-8 exist long ago in my world? We've lived more than any mortal there, and yet this 'magic matter' was lying among us this whole time? What are the secrets do these rocks possess? We must know."

On the ceiling of her main hive, the wicked Salem doesn't notice big, black goo slithering down from a tiny hole and dropping right in front of her. This catches the possessed witch attention as the dark slime slowly takes shape and form into her loyal, right-handed commander, Venom.

 ** _"_** ** _Hehe. We see you're still glossing over that magic rock, aren't you? You're really obsessed with that, you know."_** Venom asked his symbiote queen, sporting a huge grin across his 'lovely' face.

"Isn't it obvious," She grabs her altered ISO-8 crystal. "We still don't know much about the ISO-8, and we have to know its full potential if we want to succeed in taking over this planet. Tell me: What do you know about the ISO-8, Venom?" She asked the symbiote brute on what he knows about the ISO-8.

 ** _"_** ** _Heh, like what? All we know is these wonder rocks have been popping up all across this universe, with most of them showing up on this backwater planet ever since the 'Pulse' show that happened a few months ago. No one in the cosmos have the slickest clue on what these things really are."_** Venom answered her question regarding the space rocks.

"I see…" Salem looks at her space stone again. "What a shame, but we can deal with this mystery later. Have you retrieved those ISO Emeralds yet?"

 ** _"_** ** _Does it look like we have any on us?"_** Venom playfully played with Salem, slightly annoying her from his joking response, but Venom doesn't mind one bit. ** _"We're still looking through the city to find those things. If we know those heroic imbeciles, they must have them heavily locked up at the Baxter Building, or one of the Avengers headquarters. Our money is on Avengers Tower. We're sure that's where they put them."_**

"Then go and retrieve them. They are essential for the ritual." Salem ordered her servant.

 ** _"_** ** _Already got a symbiote squad en route. But we'll check on them in secret in case they mess up."_** The Lethal Destroyer lets out a distorted, monstrous laugh that echoes throughout the halls before swinging out of the hive base.

"The ISO Emeralds…" Salem started talking. "With their unspeakable power, we will make the humans regret ever creating them in the first place, and hopefully learn the true nature of the ISO-8."

* * *

 **Back at the Resistance Base**

"Spider-Man, get over here this instant!" Black Widow shouted to the Spider.

"Yes honey." Spidey responded, with him and Cinder having just finished a few more missions and have returned to meet up with the Widow and Winter.

"We have another mission for you two." Winter told them.

"Does it involve risking our lives for the thousandth time?" Cinder asked them.

"It falls under that category, yes." Widow replied. "The Tinkerer has requested two essential materials for his bomb to work. Without them, then forget about saving this city."

"Care to tell us what we need without sounding like all hope is lost?" Spidey asked the commanders.

"We need two special types of ISO-8: The High Voltage E-ISO and the Lightning A-ISO. SHIELD is currently out of stock of those types of crystals, but we have intel saying that there should be some stocked over at Avengers Tower." Winter informed the duo of their next mission.

"Avengers Tower? But isn't that place already swarming with symbiotes?" Cinder asked them.

"It is, but the vault containing the ISO-8 is impenetrable and can only be accessed by an Avenger." Widow responded.

"That means me, huh? Alright." The Avenging Webhead said.

"We will send a strike team to assist you. I want to ensure that the Tinkerer's weapon is a success." Widow told him.

"That seems prudent." Peter replied.

"And also, keep an eye out for any material from the Symbiotes." Winter added.

"You're seriously suggesting we bring back Symbiote goo samples?" Cinder asked the Schnee.

"Yes, if any tissue or other material can be collected, do so." Winter answered.

"That seems gross. But we'll do it." Spider-Man said.

* * *

 **Infested Avengers Tower**

 **BGM-Spider-Man: Web of Shadows OST- S.H.I.E.L.D. (Red Suit) (Intense)**

The once shining tower of hope has now been heavily tainted by the touch of symbiotes. Avengers Tower, in and out, is swarm with hundreds of destructive aliens, causing major havoc and dealing heavy damage to Earth's Mightiest Heroes' main base of operations.

A symbiote Beringel Grimm is throwing tables and chairs to the TVs and windows, breaking everything in its sight. Before it destroys something else, it gooey hairs senses and hears a strange noise coming from outside the tower, which sounds awfully like the sound of an incoming aircraft. The possessed Grimm crawls closer to the broken window to get a better view of the aircraft, only to get webbed in the face and then crushed by the weight of a teenager in a red-and-blue costume, instantly KOing it.

Spider-Man stands up from the pile of alien goo, as Cinder and their SHIELD allies hop through the shattered window from the floating aircraft to meet with their leader. "Alright! Let's make this quick! The vault should be at the lower levels of the tower! We'll split into two teams: I'll send one to find the quickest route to the vault! Cinder, you and the rest stay here, cover our exit until we get back!" He gave out the orders to the strike team.

Cinder nodded in agreement with the plan. "Got it!"

"Let's move kids! We're going on a field trip!" Spidey and his small team of SHIELD soldiers fight through the halls of the infested tower, leaving Cinder and the rest to deal with the incoming swarm.

"Bring it!" Cinder grinned towards her opponents, not feeling and noticing a small red substance passing through her eyes for a brief moment. The heroes begin attacking the black creatures with their heavily-armed weapons. Cinder uses her ISO-8 powers to unleash a wide-rayed fire blast across the room, almost completely melting the monsters if they weren't so immune to fire like they used to. While they are stunned, Cinder uses her mysterious new speed to the test, slicing down all the symbiotes in a blink of an eye. She senses a few more coming to her right, one of them being a symbiote King Taijitu. She forms a flaming boomerang and proceeds to throw it at them. As the symbiotes' head is being cut off, she decides to play around with the ones right in front of her. She lets out a smirk before using her martial arts skills combined with her newly enhanced strength to tear apart all the symbiotes like they were nothing, ending her combo chain with a multi-kick to a Boarbatusk's skull, landing perfectly on the ground and effortlessly catching her boomerang, which appears to have maintain a few goo samples SHIELD needs.

"I don't know what's gotten over me, but I do like what it gave me." Cinder said, putting her hand on her side hip while smiling.

* * *

Making their way through the tower, Spider-Man and his SHIELD buddies fight on through the symbiote hives and the aliens themselves sprouting from the hives. With his spider-speed and strength, Peter quickly destroys most of the symbiotes before ending his incredible streak with a webbed-up fist to the face of a symbiote Nuckelavee. The sheer force from the impact causes the symbiote Grimm to smash through the elevator doors before dying.

"Found a shortcut! Let's take it!" Spidey and his team jump down through the infected elevator shaft, free-falling to the deepest parts of the tower while avoiding small symbiote insects wanting to bite them. "There's symbiotes everywhere! Make sense when the city gets its first case of icky slime balls from space. Clean up's gonna be a chore. I can feel it." He said before they've arrived at the lowest levels of the tower. The team notices even the symbiotes have gotten this far and sprung up to attack them, but with a quick change to his black suit, Spidey slices them up with a single, overstriking tendril attack before switching back to the old red-and-blue and continue running through the underground hallway towards the vault.

"Spider-Man, we'll cover your back while you head into the vault!" A SHIELD agent said to the lead Spider.

"Okay! Don't do anything I would do, but I guess you'll need spider powers to do half of them anyways!" Spidey replied and starts web swinging.

 **BGM End**

Taking out the remaining symbiotes, Spidey stands in front of the secured Avengers vault that holds their most dangerous weapons and equipment. With a quick, detained scan of his body and inputting his unique password and Avengers ID, Spider-Man is granted access inside the large vault, where he spots all sorts of dangerous items like the Zodiac Key they secured from the villain, Scorpio, recently.

"Okay. Now where did we put those ISO-8s? I don't remember if we labeled them or not." Spidey said to himself while looking around. As he searches the big vault, he stumbles upon a secured briefcase, "Huh? Oh yeah. These." He crouches down and opens the briefcase to reveal all seven of the ISO Emeralds playboy genius, Tony Stark, created using the ISO-8 and combining the data of the mystical Chaos Emeralds from Sonic's world embedded into them.

"Almost forgot Tony recreated them after they were destroyed a few months ago. But I do remember that the ones inside this briefcase are fakes to fool others in case this gets stolen, except for this one," He holds up the blue ISO Emerald into his hand. "These ISO Emeralds are considered Omega-Level Weapons. Only used if we're dealing with an Omega-Level Threat like a rampaging Phoenix Force or Thanos with the Infinity Gauntlet. Because of that, the rest of the emeralds are secured in extremely clever and heavily secured hiding spots around the world. Only needed if the entire universe is at stake." He puts the blue emerald back inside the case, "But it's not, and I hope it won't come to that. Besides, I wasn't here for these."

Spidey quickly looks around for the specific ISO-8 he needs, knowing there isn't much time left to stand idle. Thankfully, he managed to track the two he was just looking for inside a secured cabinet. "Got them!" He said.

In another cabinet not far from Spidey, two other, mysterious looking ISO-8s start to strangely glow, one a bright light and the other a shadowy darkness. Peter's lenses temporarily shine a heterothermic golden and black, as if his soul and heart is responding to those ISO-8s. "Huh?" He turns to the golden E-ISO and the black A-ISO, now not glowing anymore the moment he turned to face them. "Hmm. That's odd. Could've sworn I noticed something. Must be my imagination." As he starts running out of the vault, he notices the case containing the fake ISO emeralds except for one is still open, "Thought I closed this thing. Guess this proves just how rushed I am." He quickly closes the case, not bothering to check if anything wasn't stolen. "Time to scaddle!" He runs out the vault's doors and closes it, and then proceeds to make his way back to the others, not noticing or even sensing a familiar, camouflaged foe was following him this entire time, even while he was inside the vault.

* * *

 **Stark Industries**

With their mission complete and suffering little causalities, Spidey and Cinder arrive back at home base, handing their commanding officers the ISO-8 and Symbiote goo samples respectively.

"Excellent work, you two." Widow congratulated the duo on a mission well done.

"All in a day's work." Spidey responded.

"With these in our possession, completing the weapon has gotten a whole lot easier." Winter said.

"Let's hope they're enough." Cinder spoke up.

"What makes you say that?" Spidey questions her.

"I don't know. I just have a bad feeling things are gonna get really rough from now on." Cinder said, getting a little worried something terrible might happen soon, or has happened already but doesn't know what it is.

* * *

 **Main Symbiote Hive**

 **BGM-Dragon Ball Xenoverse 2 OST-Demigra's Theme/Time Rift Stage**

 ** _"_** ** _Yo, granny. Think fast!"_** Venom tosses his queen the blue ISO Emerald he secretly followed Spider-Man and retrieved from the vault of Avengers Tower.

Salem lets out a small, malicious laugh, "Excellent. It all starts with this…A jewel containing the ultimate power." She lifts the blue emerald straight into the air.

 ** _"_** ** _Apparently the other emeralds are hidden across the world. Finding them in time is gonna be a pain in the butt."_** Venom told Salem what he learned from Spider-Man's little monologue with himself, a nasty habit of his that really needs to quit.

"There is no need to worry, Venom," She said with devious smile, "From what we learned by observing Mobius and their set of emeralds, these ones should have the ability to act like a magnet that can attract or repel the other gems. We can use the gem we have to locate the remaining six." Concentrating really hard with the blue emerald in her hand, Salem figures out the locations of the other missing emeralds, "It would appear that three of the emeralds are located here in Manhattan, while the rest are somewhere across the world."

 ** _"_** ** _Little hard to travel when that barrier is preventing us from escaping outside the city."_** Venom reminded her of the electric barrier that's blocking their gateway outside of New York.

"Like I said, don't worry. With a simple use of what they call, 'Chaos Control', we can simply teleport ourselves out of the dome blocking our path. Still, to be on the safe side, I'll be the only one to gather the three emeralds outside the boundaries of this city to avoid raising trouble." Salem said to Venom.

 ** _"_** ** _You sure just one emerald can teleport you out of this dome that prevents teleportation?"_** Venom asked his queen, again reminding her that teleporting outside the dome is almost impossible, even with an ISO Emerald.

The Symbiote Queen silently chuckles as she takes out her GS ISO-8 stone, and then, in a single gulp, devours it whole into her stomach, granting her more power than when she simply held it in her hands, "Yes, I'm sure." She said with her red eyes menacingly glowing and licking her mouth with her venomous, long tongue.

 **BGM End**

* * *

 **BGM- Spider-Man: The Animated Series OST (1994)- Ending Theme**

 **Spider-Man: Sup, I'm Spider-Man. Do we really have to do this?**

 **Cinder: S.H.I.E.L.D. says we need his help. Trust me, I don't like this as much as you do.**

 **Spider-Man: Working with the Kingpin? That's worse than working with the Punisher! But okay, fine. I just hope he doesn't ask us to buy him thousand packs of burgers and shakes. That's what I'm really afraid of.**

 **Next time on Spider-Man and Cinder: Flaming Web of Light and Shadow-**

 ** _Fat Man Sings_**

 **Spider-Man: Huh? Someone's talking into my head. Is that who I think it is?**

* * *

 **KFX here: Guess Salem's after the ISO Emeralds now. That isn't good, especially with her getting more symbiody by the second. And apparently the ISO-8 appeared in Remnant's forgotten past and world? How? Why? Guess we'll find out the mystery behind the ISO-8 in the next story after this. Stay tuned for the next chapter as well, as we get some cameos from a few friends back at a certain, alternate dimension school. Again, they barely have a role in this story, only popping up every so often, just want to make that clear again. Take care, and don't worry, Cinder's symbiote (if you haven't pieced it together yet) will fully emerge in a few, short chapters. Be patient for her sick, new abilities I will give her. And if you have any neat ideas for her new symbiote powers, just tell me and I MIGHT give it to her. Who knows?**


	13. Issue 12: Fat Man Sings

_Issue 12: Fat Man Sings_

 **Stark Industries Headquarters**

An hour later after Spider-Man and his trusty partner, Cinder Fall, retrieved the ISO-8 from Avengers Tower and gave them to the Tinkerer for his super weapon, the duo returns to the Resistance Base to get assigned another mission, one that involves consulting with an old friend.

As they approach their commanders, they hear Black Widow letting out an angry grunt while speaking Russian to Winter, who doesn't understand a lick of her native language.

"Someone's upset. What's the situation?" Cinder asked the Widow.

"Tinkerer is causing us trouble." She replied while crossing her arms in anger.

Spider-Man face palms before speaking, "This isn't the part where you tell me you killed him and I have to go get another super villain, is it? Because I can't be an accessory to-."

"He claims he needs items that are in Fisk's possession." Winter interrupted him.

"Well I claim he's just a pain in the butt. Both he and Kingpin." Cinder said.

"Regardless, we are picking up stakes and moving. Go inform Fisk." Widow gave out the order to Peter and Cinder, which catches them off guard that they personally need to talk to the Kingpin of Crime.

"Go inform…You want us to go to the Kingpin himself and…Do what now?" Spider-Man asked.

"S.H.I.E.L.D. is going to commandeer Fisk Tower. We would like to do so quickly, and with minimal bloodshed." Winter told the duo the plan to take over Fisk Tower.

"No bloodshed would be nice." Cinder said.

"Hence your mission to speak with Fisk. I've already contacted Ms. Llia Amitola to back you up and will rendezvous at your position over at Fisk Tower." Widow finished the briefing between her and cold partner.

"Okay, no problem! I'll just file the papers and get our names changed to the Amazing Spider-Diplomat and the Crimson Ambassador. Off we go." Spidey swings off out into the city. Cinder lets out a tired sigh before she too heads out into the city via her new short-ranged teleportation ability from her ISO-8 she learned a while ago.

* * *

The Spectacular Scarlet team swing and leap from building to building, avoiding any conflict with the symbiotes below, to begrudgingly meet and confront the Kingpin of New York. Both Spidey and Cinder have at least some level of history with the Kingpin, knowing how cunning and powerful the guy is with his money and probably won't help unless he benefits from it, and won't mind using his two arch-enemies to get what he wants.

As they travel halfway across the infested city of New York, the partnering rivals start to hear the voice of an old lady calling out their names inside their heads, _'Spider-Man. Ms. Fall. Are you there? Answer me.'_

The team stops moving and land on a rooftop, questioning that strange voice inside their heads. "Huh? Who's there? Did you hear that, Spider-Man?" Cinder asked while scanning her surroundings for the mysterious voice.

"Yeah, I did. It almost sounded like…Madame Web?" Spidey carefully answered, not 100% sure it's her.

"Madame Web?" Cinder questions that name.

"Yo, MW! Is that you, old lady?" Spidey shouts to the sky to get her attention.

 _'_ _Old lady? I see your manners are as disrespectful as ever.'_

Spidey turns to Cinder, "Yeah, that's her alright. She hates it when I make fun of her age."

"I've come to understand you like to do that to a lot of old people." Cinder crossed her arms while talking.

"Not all of them. Only about 80% of them. Anyways," Peter looks back up to the bleak brown sky above him. "So Madame Web, nice to hear from you again. Any reason why you're telepathically calling us? Is this about your social life, cause we're kind of busy at the moment in case your foresight couldn't tell."

 _'_ _Yes, we are very aware of the trouble going on at New York at the moment.'_ Madame Web said to the duo.

"We? So this seriously is about your social life? Who else is with you? The Watcher?" Spidey asked his mystic, spider mentor.

 _'_ _No. Just some friends you may know who wanted to speak with you, that's all.'_

"Friends?"

 _'_ _Four of them, in fact, along with three others.'_

"Four? What, you mean the Fantastic Four? Because if it's not, then I'm short on answer, lady, and in a bit of a hurry to be playing guessing games." Spidey replied, not having the slickest clue on who Madame Web is referring to.

 _'_ _Wow. After all this time, you're still the ignorant, little webhead that doesn't know when to shut up.'_ A new voice replaces Madame Web's, this one sounding like a teenage girl with a cold, annoying attitude.

"Huh?" Spidey recognized that voice from anywhere.

 _'_ _HEY! SPIDER-MAN! HELLO? CAN YOU HEAR US?'_ Another voice enters the telepathic chat, with this one sounding a little younger than the previous girl but full with a lot of energy.

"Oh no. Is that who I think it is?" Cinder asked, knowing that annoying, girlish voice from anywhere. A girl she met back on Remnant, one who she had some short encounters with and worked together during the Goblin attack a few months back.

"Hehe. I recognized that adorable, girly sounding voice that could irritate Ice Queen as much as I can. Ruby, is that you?" Spidey, sounding very happy, asked via telepathic chat.

* * *

 **Remnant, Ozpin's Tower**

 **BGM-Dragon Ball Z Kai OST-At The Battle's End**

At Cinder's original home world, over at one of the four top Huntsmen Academies in all of Remnant, Beacon Academy, there exist a small team of Huntresses-in-training that Peter used to be part of when he accidently transported himself to that world during one of his battles against the Green Goblin recently. A team he considers his second family, and has helped the web-slinger save all of reality before he headed back to Earth. That team is called Team RWBY, consisting of heiress to the Schnee Company, Weiss Schnee, former White Fang member, Blake Belladonna, Peter's current outgoing and thrill-seeking girlfriend, Yang Xiao Long, and the leader of the group and his surrogate little sister, Ruby Rose. All four girls, along with their headmaster Ozpin, his advisor Glynda Goodwitch, and general of the Atlesian Military, James Ironwood, are standing alongside Madame Web inside Ozpin's main office room, looking at Spider-Man and Cinder from her magic holographic screen.

"Yup. It's me: The Amazing Ruby Rose." Ruby said with a huge smile, pointing at herself. "How ya been, Spidey? It's been a long time since we've last talked."

 _'_ _I wouldn't consider two months a long time. Time flies when you're off saving the world every day.'_ Spidey replied through the telepathic chat call.

"Busy as ever I see. Hope you haven't gotten yourself in too much trouble." Yang said with a smirk.

 _'_ _Shouldn't I be asking you that? What have you girls been up to since I left? Annoying Weiss? Ah, that girl really needs to cool it and not act all cold all the time.'_ Spidey joked, causing all the girls except Weiss to laugh from his pun.

"Oh, your puns. They haven't improved, I see," Weiss looking slightly irritated and non-amused even after constantly hanging out with Peter and his jokes for almost a year in her world. "If you must know, we just recently came back from an adventure around the world with Sonic and Tails, since _someone_ was having too much fun racing over at Mobius recently." She said while putting her hand on her hip.

 _'_ _Which involved stopping a global robot rampage and a black hole from sucking up the planet.'_ Peter replied.

"Excuses. Excuses." Weiss ignored Peter's reason of his recent visit at Mobius.

"Don't mind her, Spidey. She's just a little sore from the trip, that's all." Blake started talking to her spider partner.

Weiss closes her eyes so she could not remember the 'fun' times she and the team went through with Sonic and Tails across Remnant, "The amount of trouble and hijinks we gone through with that hedgehog."

Yang chuckled, "Come on, Weiss. Don't tell me you didn't have fun fighting that big swarm of Grimm while running down an active volcano."

"You and Sonic's definition of 'fun' confuses me." Weiss calmly replied.

"And this is why you're not invited to parties." Ruby said, causing the other girls, and Peter, to stare a laugh, the first one in a while since they've all spoken with each other.

 **BGM End**

"Alright, alright. I think that's enough catching up for one day." Glynda started speaking, getting the kids to be quiet and listen to what she has to say. "Spider-Man, we were just informed by Qrow and Madame Web of what's going on at New York. To think it has to be dealing with a Symbiote invasion thanks to Salem and Venom. Of course, I'm not surprised you're smacked dab in the middle of this disaster."

 _'_ _I'm just a magnet for trouble, aren't I?'_ Spidey said.

"Yes. Kind of like how you're in trouble for breaking out a wanted criminal from jail recently." Ironwood said, knowing the story of how Spidey and Cinder broke into Ryker's Island to break the Tinkerer out of his cell while causing a huge ruckus during the break out.

 _'_ _To save the city, Jimmy. Why are people still on my case for that? This is the best chance we have in destroy the symbiotes.'_ Spider-Man told him.

"Speaking about symbiotes, how's your holding up?" Blake asked the webhead, who is too infected with a symbiote.

From Madame Web's holographic screen, Peter's Remnant allies see him switching to his black suit in a flash. "Oooo, sexy." Yang said.

"That's not the word I use when he's wearing an alien from outer space fused with a Grimm that's slowly taking over his mind and body." Weiss said to Yang.

"Still, the design is really cool." She replied.

"Can't argue with that." Blake said with a smile, actually preferring Peter's black suit than his old costume if it wasn't alive and trying to control his every thought process.

"Are you still in control over yourself, Spidey? Can't imagine what it's like wearing that thing over your skin." Ruby said, looking depressed that Peter is wearing a monstrous suit that was formed from the combined aspects of their worlds' most dangerous creatures.

 _'_ _It's not bad, when ignoring the fact it's trying to consume my mind and heart to become pure evil. I can feel the rage building up inside me. Don't know how long I could keep it under wraps. The sooner Tinkerer finishes his weapon, the better.'_ Spidey told his little sis while taking off his black suit.

"Ohhh, I really wished we could help, but that dimensional dome around the city is preventing us from even making simple communication through our Webwares impossible, let alone traveling through dimensions. I would've loved to fight actual aliens for once! Show them a few new moves I've been working on!" Ruby said, feeling incredibly pumped to fight actual aliens if she had the chance.

"Me too!" Yang agreed with her little sister's comment.

"You two never cease to surprise me on how crazy you're sounding." Weiss said to the two sisters, thinking their insane. "You do realize what would happen if one of them infected you, right?" She asked the girls, who nervously chuckle in response that could be the case if they act so irrationally, which does cause the heiress to sigh from their stupidity.

During this entire conversation, everyone but Ozpin has exchanged words with their web-slinging, goofball hero. The headmaster has stayed mysteriously quiet, barely looking at the screen Madame Web put up to see Spider-Man's face, as if he's feeling guilty about something. He then finally starts to speak to his former student, "Spider-Man, I have to apologize for what you and your world is going through." He said to the webhead, still not looking at him in the eye, faced filled with shame.

 _'_ _Hmm? Why?'_ Spidey asked, acting completely oblivious.

"It's my fault for not finishing Salem when I had the chance. If I did, then New York wouldn't be crawling with monsters from outer space, and you wouldn't be going through the pain I've indirectly put you in. And I feel incredibly ashamed and utterly powerless to be there to help you fight my own battles. Honestly I have no idea what to do if she actually gets her way in this invasion. I can't bear to even think about it. " The depressed Headmaster of Beacon deeply apologized to Peter, feeling sadden that now he has to fight his own battle that should've ended between him and Salem, his own arch-enemy.

"Professor…" Ruby quietly calls out his status.

 _'_ _Heh heh heh! Lighten up, old man!'_ Peter happily cheered said to Ozpin.

"Huh?"

 _'_ _Heh! This isn't the first time New York suffered through an invasion, you know. Everything will work out in the end, don't worry. Besides from what it look likes, I think Salem's more interested in fighting me than you now.'_ Spider-Man told the Headmaster.

"What?"

 _'_ _Said something about how she's tired of you. You've lost your spark or whatever. Looking for someone much younger to fight. That lady should really use the internet more often if she wants to find the perfect mate.'_

"In other words, she dumped Ozpin for Spidey. That's disturbing saying it out loud." Yang spoke up.

 _'_ _Just know this, Ozzy, I'm all pumped up to smack her around for the both of us. You have my word. Old Granny Sally will think twice before performing outrageous alien invasions out of her control, but I guess that's expected with an age and mind over 10,000. You are that old, right?'_ Peter questions Ozpin's age.

"Spider-Man!" Glynda angrily shouted at the disrespectful insect.

 _'_ _I'm just asking a question, auntie. Gosh.'_ Peter disrespected Glynda about her age, causing everyone in the room, including Ozpin and Ironwood, to laugh at the good witch's expense.

"Thank you for that, Spider-Man." Ozpin said with a smile.

 _'_ _Uh, hello. Sorry for the intrusion, but we're currently in the middle of an important mission.'_ Cinder broke the chat between the friends, getting tired of standing on the sidelines and listening to their friendly bicker.

"Why are you working together with Cinder again?" Ruby asked Peter.

 _'_ _I'm training her to be my all-new sidekick: The Spectacular Crimson Jenny.'_ Peter joked, and that joke earning him a hard knock on the head by his not-sidekick.

 _'_ _I have my reasons, and it doesn't involve the likes of inferior whelps to know.'_ Cinder replied to Ruby, getting an angry rise from her.

The woman is then caught off-guard by a one-armed hug by Spidey, _'Come on. We're pals, right? You can tell them, can you, best buddy?'_

 _'_ _Help me.'_ Cinder pleads to Ruby and the other's help.

Ruby chuckles at her sorry predicament, "Sorry, but I don't help those that calls me an inferior whelp."

"Where are you guys headed?" Blake asked them.

 _'_ _To Kingpin's.'_ Spidey answered them.

"WHAT?!" All four girls shouted at the same time, surprised that they're headed to the Kingpin's main headquarters.

"Wilson Fisk? The Crime Lord? Why are you going to him?" Ironwood asked the hero.

 _'_ _The Tinkerer needs items that only Marty McFatty could supply. I don't like meeting with tubby as much as you guys, but if we want to save this city, we kind of need his help.'_ Peter told him.

"Then I guess we can't keep him waiting. You should continue heading over there right now. We'll contact you later." Ozpin said.

"He's right. I think it's time I end this telepathic link. I can only hold it for so long while you are bonded with that corrupted symbiote. We can't risk Salem listening in if she learned that ability yet." Madame Web said.

 _'_ _It's about time.'_ Cinder said.

 _'_ _Hey Madame Web, care to give us a cryptic message if we're going to survive this city makeover?'_ Spidey asked the old, but physic lady of the Great Web.

Webs smiled. "I don't need foresight to know you'll somehow bring about a miracle during this battle. But I can tell you a great sacrifice will be needed to truly save the day."

 _'_ _Who might that be?'_ Cinder asked.

 _'_ _This symbiote I'm wearing. It's starting to smell like a wet dog. That's the only sacrifice I'm willing to accept. Ah well, guess it's time we meet up with Fisk.'_ Spidey said.

"See ya later, Spidey!" Ruby waved at Peter, even though he can't see her doing that.

"We'll contact you later, Spider-Man. We're counting on you to win this day, and hope you master your soul of twilight." Madame Web replied to them. Spidey nods in understanding before he and Cinder continue their trek over to Fisk Tower.

"Soul of Twilight?" Ruby wonders what the meaning behind that statement is.

"Ah, yes, I haven't informed you all on Peter's self-journey, have I?" Madame Web asked them.

"Clearly not." Yang said.

"Care to tell us what this self-journey is all about, Madame Web?" Glynda asked the old mystic.

"Peter is on a mission to master the light and dark aspects of himself and his powers." Webs told them.

"Light and dark?" Blake questions.

"I'm afraid we don't follow, Madame Web. Can you explain a bit more thoroughly?" Ozpin asked her.

 **BGM-Dragonball Super OST- Master and Pupil**

"Yes, of course, Ozpin," Madame Web uses the web behind her chair to show an image of Spider-Man, The Other, and the Great Weaver, along with images that represent magic, science, light and darkness. "As you may know, Spider-Man is the Avatar of the Great Weaver and the Receptacle of the Other, both totemic spider-deities, and along with Peter and his inter-dimensional counterparts, are all Spider-Totems across the multiverse that are connected to a mystical force called the Web of Life and Destiny."

"Yeah, we know that already." Ruby and the others are well aware of what Spider-Totems and the Web of Life are.

"Yes, and I'm sure you remember that the Gatekeeper, another Great Totem, is responsible of controlling the mystical forces of each universe. The light and dark magic that powers the Great Web." Madame Web continued.

"I don't think we were aware of that last part." Weiss spoke up.

Cassandra continues her explanation about Peter and his unique soul, "Since Peter is the avatar of its creator, combined with his, well, 'unique' personality and character, he attains more light and dark energy than any other Totem because he's considered the epicenter of the Web, as well as being a rare Totem that has gotten his powers from magic and science. Because of this and his personality, he's one of the few that has, what you may call, a 'Soul of Twilight'. With this type of soul, he can achieve a state that is rare for Totems or any other mortal, and even some gods called: Perfect Synchro."

"Perfect…Synchro…?" Ironwood carefully said with a look of awe.

"I see…" Everyone looks towards Ozpin, who seems to understand what Madame Web is talking about. "I remember hearing something similar a long time ago, many centuries in fact. The Gods of Remnant spoke of a state like this once before, a state where one's self and consciousness transcends ordinary perspective with their soul and the energy it possesses. A power of the pure mind, where one has achieved perfect harmony and equilibrium of their two inner halves, which in turn, grants great power."

"Indeed. And the only way to master this ability is by mastering your own light and darkness." Madame Web responded.

"And Peter is on that path to master Perfect Synchro?" Ruby asked Madame Web.

"Yes."

"A lot easier said than done. I don't think I've ever known someone who has complete communion over their light and darkness, especially when the darkness is corrupt and filled with pure evil." Ozpin said.

"When Peter died and was reborn during his recent battle against the Green Goblin, everything about him was renewed and improved to new heights, except for the light and dark forces that dwells inside him, as he must learn to harness and rise above them by himself when the time comes." Madame Web puts her hand on her head, "Of course, that child suffers from a lot of inner turmoil, which has made the process a lot more troublesome. It also didn't help that when the multiverse was restored, there was a sudden flux of the magical energies in reality, which in turn, infected the Great Web when that was in a brief reset during that event, and affected all the Spider-Totems, most notably Peter, so his Soul of Twilight is, shall we say, more irrepressible since he's only mastered his own light force, still fearing the increased dark side of his powers."

Yang let's out a nervous chuckle, "Guess us fixing the multiverse left some repercussions, huh?"

Madame Web nodded before putting her hand under her chin to think, "Still, even with that, it wasn't supposed to be another couple of years until Peter had to go through this training session of mastering his darkness."

"Training?! Is that what this is?!" Weiss asked her.

"Of course. The boy needs to be ready for future trials he and the Earth will succumb to, but I guess now may be the better time than ever." Madame Web replied to the young Schnee.

"It might have to do with his G-Symbiote." Ozpin said, thinking that the Symbiote might be the case on why Peter is going through this training a lot sooner than expected.

"You may be right. The Symbiotes are known to feed off the negative aspects of the human mind, and in Peter's case, it's a tremendous sweet of endless rage, guilt and hatred, with its symbiotic corruption slowly taking over if care isn't taken immediately." Madame Web replied to the Headmaster's comment. "Spider-Man must now quickly learn to master and go beyond the light and dark, the positive and negative, the good and evil, before his symbiote overtakes him completely."

"The ultimate warrior of light and darkness. That's a scary thought." Glynda said.

"Indeed it is, and I believe it's the only way he has now to beat Salem." Webs said.

"Why?" Yang asked her.

"Can't say much, but the symbiotic Salem might prove a little more bothersome if her plan is fulfilled." Webs answered the little leader of Team RWBY.

"Eh, I'm sure Spidey's got this one in the bag. I'm not worried." Ruby calmly puts her hands behind her head, no visible or inner showings of being worried for Peter, having full confidence he'll win the day as usual.

 _"_ _I hope your right."_ Madame Web said in her thoughts, knowing a hint of what the self-proclaimed Symbiote Queen is currently planning.

 **BGM End**

* * *

 **Mount St. Helens**

 **BGM-Dragon Ball Xenoverse OST-29**

Located in the mountainous region of the Pacific Northwest of the country, surrounded by a nothing but rocky terrain and thin river lines, there exist an active stratovolcano, one of the most dangerous volcanoes in the entire world.

"So, the emerald is located here, huh?" The Symbiote Queen, Salem, crosses her arms while standing on the edge of the volcano, which looks like it'll erupt any second now. She steps of the edge and slowly hovers down to the intensely hot, bone-scorching, gigantic, bubbly lava pool until she's inches above the magma.

"How creative, hiding an emerald deep within this spicy cesspool of volcanic emission. And there seems to be no other entrance or device to safely open up this lava pool, so I guess I have to do this the normal way." Salem creates a dark, symbiotic dome around her body and proceeds to submerge inside the lava. While descending deeper and deeper inside the increasingly hot pool of magma, the advanced security system built by Tony Stark starts to activate, shooting numerous lasers and other highly advanced weapons that would hurt even the sturdiest of villains, but these attacks barely leave a scratch on Salem's living barrier, which starts to retaliate and destroy all the weapons with a single, circling tendril spike.

After a while, Salem arrives at the bottom floor of the volcano, where her symbiote spots a small container with a weird looking lock that's strapped to the heated floor. _"Hmph"_ , Salem uses her symbiote start hacking the lock through even the tiniest hole it could spot until it managed to open the container with little trouble, revealing the red ISO Emerald. Her symbiote grabs the emerald and gives it to Salem, _"That makes two."_ Her symbiote-senses start to tingle to some major danger, that danger being the volcano is about to erupt in a matter of seconds. _"Guess we're done here,"_ The demon queen lifts the red emerald into the air, _"Chaos…Control."_ And with two words, Salem teleports out of the volcano to find the next emerald before rocky, lava-filled cylinder completely erupted with a vortex of lava.

* * *

 **Outside Fisk Tower**

 **BGM-Spider-Man: Web of Shadows OST-Fisk Industries**

On top of a rooftop next to the 60-foot tall Fisk Industries Tower, llia is seen spying the building in camo mode to avoid detection from Kingpin's Tech Warriors that are guarding the tower. And if that wasn't bad enough, the tower's exterior is fortified by an electric current that will kill anything that clings or even touch it with a finger.

"Yo llia!"

Hearing someone call out her name scares the Faunus, thinking she's been caught, but when she turns around she finds out that voice came from Spider-Man and Cinder, not a tech goon. She lets out a sigh of relief as she turns off her camo mode, "Don't scare me like that. How did you know I was here?" She asked the Webhead.

"Uh, hello, tech guy. High tech lenses that could see invisible people. That, and my spider-sense." Peter replied.

"Right. Forgot, but what took you guys so long?" The Faunus asked them on their late appearance.

"We had to take a call, but who cares about that?" Cinder asked.

"Uh, I do." Llia answered as the crimson lady walks pass and ignores her, crouching down to the edge of the building.

"So, what've you uncovered?" She asked while surveying the heavily guarded area for herself.

Llia grunts an annoying one, not a big fan of Cinder's attitude, but answers her question anyways, "Kingpin's tower is powered by a couple of generators that forms an electric energy current that protects the building from the symbiotes. If we could disable them, we can enter the tower."

"Alright, I got a plan: You and me will distract Kingpin's men while Spider-Man disables the generators." Cinder informed the two of her plan.

"Who elected you leader?" Spider-Man asked.

"I did, now shut up and do what I say, please." Cinder replied.

"Only because you said please." He said.

 **BGM End**

 **BGM-Spider-Man: Web of Shadows OST-Kingpin Henchmen (Red Suit) (Intense)**

With a plan in mind to infiltrate the tower, the heroes jump off the rooftop to execute it, first by taking out Kingpin's armored squadron. Cinder powers up a flaming aura as she falls down, spotting a small group of tech goons just waiting to be ambushed. She lands right in the middle of the group, releasing a giant explosion that dispels them to various spots around the area. As more goons come for her, she forms a glass staff made of pure flame and clobbers the incoming nuisances at accelerated speeds before twirling it in the air, gaining more and more speed until she creates a mini fire tornado that knocks out the other goons on the ground.

Spidey quickly webs zip to a side of the tower, webbing up the armored goons before using his sensational strength to flip the large switch on one of the lower generators, partially disabling the electricity. Peter wipes the sweat from his mask before his spider-sense tingles him to the tech fliers coming right at him, prompting him to swing away in retreat.

Back on the ground, llia combines her ability to camouflage to the environment to fool the crooks before knocking them down with her electric whip, short-circuiting their gear. "Man, you guys are more pathetic than the symbiotes. It's a wonder this tower hasn't been overthrown yet." She quipped before taking down more high tech losers.

In the air, Peter was able to make short work of his pursuers with a couple of web bullets that knock them off their gliders before he arrives at the second, lower generator and disables that with his incredible strength and muscles, which in turn, disabled the electricity of the lower half of the facility. "Okay. The lower generators are down. Gonna disable the last one." He informed the others through his comms.

 _'_ _Good. Meet ya above.'_ Cinder replied from the ground.

As Spidey takes care of the goons on the upper wall and is about to disable the generator, she and llia have just finished taking down the remaining goons down below. "That takes care of that. Now how are we gonna get up there?" llia asked her flaming teammate.

Cinder looks around for a way to get to the rooftop and notices one of the tech boy's goblin-like gliders lying on the ground. "Come on." She tells llia, and the two run up to the glider. She checks to see if it's damage, but luckily it's still operational for flight, pressing a button that starts it up and cause it to float in the air.

She hops onto it with llia following her same movements, "Uh, you do know how to work this thing, right?"

"Nope," Cinder simply replied, scaring llia, "But I'm sure I'll get the hang of it." Not really knowing what to do, Cinder uses the glider, and to her and llia's surprise, it immediately starts ascending to the air at blazing speeds, skiing over the exterior of the building uncontrollably, "Okay, this is a lot harder than I thought! Now I understand what made Goblin so crazy! This thing would drive anyone mad"

They fly past Spider-Man as he disables the last generator, "Oh sure, when you goof off, it's appropriate, but when I goof off, it's illegal! Women. Sheesh. Such an enigma, they are." The acrobatic wall-crawler leaps to the unelectrified rooftop and knocks out the remaining guards leading to Kingpin, with Cinder and llia joining in after he's taken them down and have jumped off the out-of-control glider.

"It's official…We are never doing that again." Llia said, almost completely wiped out from almost dying.

"Agreed, so let's give Kingpin a piece of our minds for developing something so crazy, huh?" Cinder asked her, who happily nods in agreement. She turns to Spider-Man, "Spider-Man, the door would you be so kind?"

"Yes, your majesty." Spidey said, prying the rooftop door open clean so the three could enter Kingpin's building.

 **BGM End**

* * *

 **Inside Kingpin's Office**

The big fat man of crime himself is calmly watching the newly-appeared G-Symbiotes crawling up his building after the heroes turned off his defenses, leaving him entirely powerless to stop the symbiotes without a little help.

Hearing the footsteps and someone crawling from his ceiling, Kingpin remains quiet and doesn't even bother turning around to who might be showing up to greet him, but has a pretty amazing hunch who they might be. After all, he was watching them fight from the comforts of his office room.

Spidey drops down while hanging on a web behind Kingpin, while Cinder and llia stand behind the fat menace, "Kingpin, I cannot believe I'm saying these words, and I cannot believe I'm doing it without a fat joke, but…look, I need your help."

Kingpin scoffs at the Spider's request, "Help? To clean up this mess you and Ms. Fall made?"

That comment incited Cinder in an awful way, "Mess? I'll show you a mess." She forms a blade and intends on attacking Fisk with it, but Spider-Man stops her from advancing.

"No! We need to move Tinkerer to your building. And why would you blame what's happening on us?" Spider-Man asked the Kingpin.

Fisk sees a few more raving symbiotes crawling up his building, "I see the family resemblance, don't you? And from what I heard, that crazy witch would've never gotten a piece of that alien if someone didn't _practically_ handed her the motherlode." He said while staring calmly to Cinder's blazing eyes of anger. "I will make you a deal, Spider-Man. You and Ms. Fall will help me out with a few 'errands', and I will consider helping you."

"You want them to do your grocery shopping?" llia joked.

"I hope not. I mean, I have super strength, but I'm not…" Spidey continues with the joke until Kingpin shuts him up.

"I want you two to be my pawns," The obese man said, "I want you to know that you saved Manhattan, but only by doing my bidding, even if all I do is have you pick up a bit of 'litter', I know that it'll gnaw at you for the rest of your days, that you two had to help _me_ save this city."

"What?!" Cinder practically shouted in response.

Spidey sighed, hating the idea of being Kingpin's little toy that he could play with, but considering the circumstances, being his pawn is better than the total destruction of humanity, "Okay, fine, what do you need?"

"Restore the defenses on my building. Things here were very secure until just a few minutes ago." Kingpin ordered them to reinstall the generators they worked so hard to disable to even gain access to his building in the first place.

The crimson warrior lady snarls at being a pawn to his enemy, but knows there is no other choice left, "Alright. Fine, then we're even."

* * *

 **Back Outside the tall Fisk Building**

 **BGM-Spider-Man: Web of Shadows OST-Symbiote Invasion (Light)**

"Tsk. Can't believe that fat man. Using me as a pawn," Cinder complains while she, Spidey, and llia take out the symbiotes that are trying to get inside the rooftop door, "Now I know what Torchwick was feeling when he was working under me."

"Hey! You're not the only one hating to work with that Tubby Dick! This hurts me as much as it hurts you!" Spidey told her while web throwing a couple of symbiotes off the rooftop.

"Are you two gonna keep complaining about this all day?" llia asked while shocking the symbiotes with her whip.

"Yes!" The Crimson Rivals replied at the same time, making llia sigh, not in the mood to deal with them.

After about a short minute, the heroes were able to scurry off or destroy the symbiotes on the rooftop. "There's bound to be more coming," Cinder turns to Peter, "Spider-Man! Hurry and reactivate the upper generator before reinforcements arrive!"

"Got it, buddy!" Spidey jumps off the roof and heads back to the side of the wall where the upper generator is located at, but is now surrounded by some symbiote Grimm that are trying to destroy it. "Claws off that generator! I saw it first!" He quipped before unleashing his breakdance, wall-crawling kick moves to knock away the symbiotes. Peter reactivates the defenses on the upper building, that way no more symbiotes will perform any attempt in busting through the rooftop door.

Cinder and llia dropped down just seconds before Peter reactivated the generator and continues taking down more symbiotes, with some of them being the more elite monsters like the Symbiote Grapplers and Symbiote Goliath Grimm.

"This job just keeps getting better and better." Llia's attempt at sarcasm.

"Be grateful it's not a Symbiote Dragon Grimm. That's the last thing I want to deal with now." Cinder said before the two continue the assault, this time with help from more of Kingpin's tech men.

On the side of the lower walls, Spider-Man just finished reactivating the second generator, "Alright, that leaves just one more." He begins swinging around the building to the last generator. Along the way, he is attacked by a couple of symbiotic-looking rocks with tendrils attached to them thrown by a Symbiote Geist in its Petra Gigas form, "Oh perfect. I didn't know rocks could be possessed by symbiotes. I'm just glad it's not Ben Grimm," He said while dodging another infected rock and a heavy punch attack that forms into hundreds of tentacles trying to devour him, but he was able to swerve pass that one by running along its arm, "Because that would be really bad." He continues running on the arm before he is forced to jump away as tentacles start to produce all across its non-connected limb. With this in mind, Spider-Man attaches a web line to each limb and yanks them off his body. Before the Geist could reassemble itself, Peter creates a web hammer and smashes its head in, destroying the symbiote completely. With that taken care of, he quickly swings to the last generator and reactivates it, restoring full power to the tower and driving away the remaining symbiote forces.

"Yeah, you better run!" llia shouted at the retreating symbiotes. She, Cinder, and Spidey notice a S.H.I.E.L.D. aircraft about to land on the rooftop, and out from it comes Black Widow, Winter Schnee, and the Tinkerer, with Vulture being the last to arrive via his personal flight method.

"We should go." Cinder said to Spidey.

"Yeah. Let's go girls!" He said, with all three heroes holding onto Spidey and is zipped to the top of the rooftop to meet with the others.

 **BGM End**

* * *

 **Kingpin's Office**

Everyone, both friend and foe involved in stopping this invasion, are seen inside Fisk's office room as the Tinkerer is about to explain his plan in destroying the symbiotes.

"Here's my plan," Tinkerer presses his button to activate his holograms to better explain his plan, but it doesn't work, "Here is my my plan," He said, sounding more annoyed, pressing the button again, with it finally working, showing them his weapon to take down the symbiotes, "The G-Symbiotes are vulnerable to high dense electricity. This device will generate a self-perpetuating shockwave of fifty-nine thousand hertz by converting the voltage energy from the ISO-8 into a thundering wave."

"Hah," Vulture scoffed while approaching him, "You'll have to amplify that signal as the wave is generated."

" _That's why_ it is designed to employ the metal superstructure of a skyscraper!" Tinkerer retorted to the old bird by showing his device attached to a skyscraper. "Like a tuning fork."

"Fine. We're using Stark Tower." Black Widow said.

"Hmph." Vulture grunts

"The harmonic's will only work on the right kind of alloy." Tinkerer shows a hologram of the type of building he needs for his device to work, "American steel forged before 1940. Only _one_ building has the right make up: The Trask Building." He shows them a hologram of the Trask Building found in the middle of the city.

"Will it kill all the symbiotes without killing their hosts?" Winter asked him.

"Yes. Now to complete this project I require the following: Full access to the facilities here at Fisk Industries," He said, showing them Kingpin's technology facilities, "25 _million_ dollars in cash," While showing a hologram of that amount of money, "A full pardon," Showing his pardon letter from prison, "And _this_ castle in Italy, with this woman from my favorite tool calendar waiting by the pool," Showing his wanted castle and then the girl, slightly disgusting the women in the office while Peter lets out a small chuckle.

"My laboratories are at your disposal, and if you allow me a moment to place a few 'calls', the castle, and the girl are yours," Kingpin said to his new business partner associate, "But I'm afraid the pardon and of course, the money, are up to my esteemed colleague from S.H.I.E.L.D," formally gesturing his hand to Black Widow and Winter.

Everyone in the room looks at the two commanders, almost pressuring them to give up and give Tinkerer the remaining of what he wants. "Fine!" Widow reluctantly agreed to do it.

"Now we just have to keep the city from self-destructing." Winter said. She and the others then see Natasha start storming off while complaining in her native tongue again, "Uh, Natasha?" The Atlas Specialist calls out to her partner, but she doesn't listen.

"What is she saying?" Spidey asked Winter.

Winter sighed, "Not kind words, I can tell you that much."

* * *

 **Main Symbiote Hive**

 ** _"_** ** _Electro! Get over here!"_** Venom calls out to their race's Super Symbiote, a possessed Electro, to walk up to his creator into the main throne room.

 ** _"_** ** _Yeah, what do you want?"_** Electro asked him with his voice raised a little, seemingly annoyed.

 ** _"_** ** _Is that anyway to talk to your creator?"_** Venom asked him with a malicious grin. **_"If it wasn't for my symbiote, you wouldn't be reborn into the superior race."_**

 ** _"_** ** _Alright…What do you want?"_** Electro asked him, this time with a calmer tone of voice.

 ** _"_** ** _With our queen still out in the world collecting three of the emeralds, it's our job to find the remaining ones here within the city. Scoop around the town. Cause as much chaos as possible. Not only will this help finding the emeralds a little easier until Salem gets back to help better track them down, but this will leave the humans something to play with. Keep them distracted until the ritual."_** Venom explained their entire plan to his voltage underling.

 ** _"_** ** _Okay…"_** Electro responded, still a bit confused.

 ** _"_** ** _You go and try to find an ISO Emerald, or at the very least keep the heroes occupied. They must be bored not playing with a real challenge."_** Venom told him.

 ** _"_** ** _Okay, now I understand. We're on it."_**

Venom chuckles, **_"And before you go, make sure to take the kid with you. He's in need of stretching his new legs."_** From the shadows of the hive, a teenage boy possessed by the symbiote emerges. This boy has no eyes whatsoever, but does have monstrous teeth behind his tighten mouth, fully wearing a slimy gray and black suit, as well as having gooey silvery-gray hair, and his symbiote legs are covered in pointy spikes all the way to his boots.

 ** _"_** ** _Yeah, yeah, fine. Let's go, kid. We don't have all day."_** Electro said as he starts walking out the giant hive.

 ** _"_** ** _Coming, old man."_** The symbiote-possessed kid, without moving his mouth, mocked Electro and starts catching up to him.

 ** _"_** ** _Don't disappoint us, boy."_** Venom warned him.

 ** _"_** ** _When I ever?"_** The child cockily replied.

 ** _"_** ** _True, true. But if somehow come across your dear old friend, Cinder, show her just how much you've improved since you last met, then gruesomely finish her."_** Venom told him.

 ** _"_** ** _Oh, I plan on doing that and then some."_** The boy smashes his fists together.

Venom chuckles again, **_"Go. Show her hell for foolishly thinking she's better than us. We can count on you to do accomplish that, can we, Mercury?"_**

The Symbiote-possessed Mercury evilly chuckles in excitement, **_"I told you! We plan on doing that and then some. You can count on me to finish her and her bug friend for good."_** He starts running at quick speeds to catch up with Electro, all while wickedly laughing through the halls.

* * *

 **BGM- Spider-Man: The Animated Series OST (1994)- Ending Theme**

 **Spider-Man: Sup, I'm Spider-Man. Electro! There you are! I was looking for someone to charge my phone. Can you help me with that please?**

 **Cinder: No way, it can't be. Mercury, is that you?**

 **Spider-Man: Your buddy's alive? Sweet! Possessed by a symbiote? Not so sweet.**

 **Cinder: We have to save him and Electro.**

 **Spider-Man: Wish I could, but my symbiote, it's rage, it's getting…stronger…**

 **Next time on Spider-Man and Cinder: Flaming Web of Light and Shadow-**

 ** _Shock Tactics_**

 **Spider-Man: I would SO be enjoying this right now if this symbiote wasn't the embodiment of pure evil and sweat socks!**

* * *

 **KFX here: First off, shout outs to one of my wonderful followers, "Sharkzero44", for doing a drawing for my previous Spider-Man/RWBY story and was so kind to let me use it as the cover art for** ** _Battle for Remnant_** **. He's a good person. Check out his Deviantart page, "Sharkzero" for some more of his drawings. If anyone of you are interested, send me drawings related to one of my stories and I might make it the cover art for them, along with a shout out.**

 **Anyways, like I said last chapter, Team RWBY won't be doing much in this story, they're mostly behind the scenes for this adventure. Spider-Man is on his way in achieving "Perfect Synchro", a new technique I made up, which I plan on making it a fusion of the "Power of Nothingness" and "Satsui No Hado" from Street Fighter, and the only way to do that is by mastering his light and darkness. How? We'll see, but for now he'll get his "Rage Mode" (which is essentially Peter's equivalent to the Satsui No Hado) for his black suit, sharing a similar mechanic to the black suit from Spider-Man: Shattered Dimensions video game. We'll see this bad boy next chapter, along with Mercury, who is clearly not dead.**


	14. Issue 13: Shock Tactics

_Issue 13: Shock Tactics_

 **Rooftop of Kingpin's Tower**

"Kingpin." Spider-Man meets with the criminal overlord, Wilson Fisk, outside on the top of Fisk Tower. Peter was intending to swing outside and perform some more rescue missions after the meeting, until he sees jolly ol' Kingpin standing in the center after exiting the door.

The Kingpin turns around to meet his mortal nuisance, not deeply amused to see him standing before him like they are friends, much less allies, but to save the city he genuinely does care about, he tries his best to stomach this temporary partnership, "Ahhh, Spider-Man. How…wonderful."

"I can be nice if you can be nice." Spider-Man said to Fisk.

"One does not get where I am in life by being…nice." Kingpin replied.

"One doesn't get where you are in life without eating a few hundred doughnuts a week." Spidey insulted.

"In the interest of personal GAIN, I can easily ignore your childish jokes." Fisk said, turning his face away from the Spider with his arms crossed.

"It's quite obvious to everyone that you are _indeed_ a master of personal gain. A waist line like yours is quite an achievement." Spidey touched the fatty's waist line while talking, but then Kingpin slaps his hand away.

"Quite the hero, aren't you? Our city is being destroyed and YOU save the day by INSULTING me. Very nice. Even after you came to me for help." Fisk responded.

"Hey, I'm here because the Tinkerer stopped cooperating! For all I know, you put him up to it." Spidey retorted.

"For all I know, YOU and your Black Suit are part of this alien invasion!" Kingpin angrily retorted back, accusing Spider-Man of being part of this plague in the first place.

Both he and Spidey lock heads with each other, desperately wanting to choke the life out of the other, but then someone speaks up and catches their attention, "That's enough, Laurel and Hardy!"

The webhead and the criminal mastermind see Cinder walk out of the rooftop door to find out what's causing all the commotion. "Oh great," Kingpin said sarcastically, " _Somebody's_ taking a page from the bug's book of lame fat jokes. And a hopelessly dated one at that!"

"You got it, and that's all that matters." Cinder smiled.

"And here I thought you were the more mature one out of you two, but you're just as childish as the boy." Kingpin said to Cinder, comparing her and Spidey side-by-side and seeing how the two like to act very similarly sometimes.

Cinder's face then goes from a mocking smile to a serious leer to ignore his previous statement, "So what's the deal, Tubby. Why are you all 'humanitarian' now? I've been on this world and stopped your operations for a few months, never known you to lend anyone a helping hand unless you were gaining something from it." She asked the Kingpin.

"When this is said and done, who will the people remember as their savior?" He asked Spider-Man and Cinder together.

"Me?" Spidey carefully answered, with Kingpin quietly shaking his head, saying no to his answer. "Her?" He points to Cinder, but the Kingpin gives the same denying expression. "Us?" Referring to both himself and Cinder.

"No, fool. _Me_. Wilson Fisk." Kingpin gave them his egotistical, yet menacing sounding answer.

"That's not a surprise." Cinder said nonchalantly, expecting that arrogant response.

"When people remember me standing tall against the coming apocalypse, my _tower_ being a beacon of safety and hope in this chaos, I will be the most admired man in New York," Fisk gives a short, ominous chuckle, "I am at the very center of what will save this city."

Spidey scoffs, "Pfft. I don't believe that. _Everybody_ knows you're a crime boss."

"People love a story of redemption, boy. Maybe I'll run for mayor!" Kingpin responded.

"You are so full of it. Really, really full." Spidey joked.

"This city is going to owe me. And I always collect on my debts. Speaking of, my peons, I have the perfect job for you two to complete," Kingpin said to his new pawns, which does anger them to a certain extent, mostly Cinder, "My associates are under attack by creatures possessing electrical powers, and I don't want to risk anyone valuable."

"So you want us, the expendables, to do your dirty work?" Cinder asked while giving McFatty the mean eye.

"Exactly, my useless underling," Kingpin insulted her with a smile, earning a growl from the red dressed woman, "Get there quickly, or else they will be turned into more of these hideous things."

"Okay. Anything else? Thirty or forty burgers to go?" Spidey joked to ease the heated up tension he's in the middle of.

* * *

 **BGM-Dragon Ball FighterZ OST-Spirit**

High above the skyscrapers of the infested Manhattan, Spidey and Cinder are seen standing on top of one of the few S.H.I.E.L.D. hovercrafts that's taking them to their destination, where they must face off against some new Symbiotes called "Electrolings" that are demolishing Kingpin's forces.

"Ugh. Look at this place," Spidey looks down from the aircraft, disgusted to see his beloved city turning into a symbiotic version of hell, with parts of the city crawling with those white Symbiote Zombies, slowly converting the town to an alien forest filled with symbiotic plant life and enormous purple crystals sprouting from the ground, and the atmosphere getting a nasty looking orange/purple makeover with every second, almost turning the place into an alien city, "What's become of my city. It's like everything is getting one, monstrous-sized makeover. Into what, I don't know. Probably a carnival?"

"If I were to guess, this place is looking like a horrid fusion of the wasteland Salem stays back on Remnant, and I believe the environment from the Symbiote's home world." Cinder gave her two-cents on what New York City is turning into.

"The Planet of the Symbiotes? What was it called? Klyntar or something like that? If this is what their home world looks like, then forget about taking a vacation there. I rather visit the Skrulls' home world. I'm sure that place won't have the very plants try to kill you." Spidey joked

"Don't be too certain. This universe. Any universe even, is quite mysterious." Cinder said.

"True, true." Spidey stands up from his crouching position. He then turns to Cinder, "Hey, Cinder, I have to ask, why do you work with Salem, well, before she gotten possessed by a crazy symbiote that wants to consume mankind and all?"

"I have many reasons for joining her. One reason was that she was the only one who could help me become stronger. I help her plans to take over the world, and in exchange, she would guide and grant me access to unspeakable power to fulfill my dreams." Cinder answered the Spider's question.

"You do realize that Salem was only using you, right?" Spider-Man asked her if she knew this, "She's the type of villain who uses others to further her selfish goals, and once they've fulfill those goals, she'll throw them away like common trash on the streets, not giving a damn about what happens to them next unless she finishes them off personally."

"Deep down, I probably knew I was being used, but at the same time, I couldn't care at the time. I was just blindlessly obsessed in becoming stronger, strong enough until I was the most fearsome mortal on the planet," Cinder said before her face became all somber like, "But with recent events involving Goblin and this alien invasion, you could say my eyes have truly been open for the first time in years. I've learned there are more, proficient ways in gaining strength, and that my heart has more than one goal it wants to achieve. Now I just want to get stronger to learn more about myself and test my limits, and to protect those closes to me," She tightly clenches on her right fist, "Too bad I failed on that last part. Now the three I consider my friends are gone because I was powerless to save them."

"What are you talking about? I'm still here." Spidey said, seeing himself as one of Cinder's friends.

The crimson woman scoffs as if he's joking, "Oh please. You only qualify as a respectable rival and an acceptable ally when the situation calls for it. Stop acting like we are, or will, be friends."

"Eh, fine, fine," Peter said with a laid-back shrug, not buying her words for a second, as he could tell she's bluffing, "So when this is all over, once we beat Salem and save the city, are you gonna go back and work for her again?" He asked.

His Remnant rival raises an intrigued eyebrow while looking at him in the face, "You make it sound like she's gonna live through this. Are you seriously planning on sparing her life, _assuming_ you win at the end of your next encounter?"

"Even if she's the ultimate destroyer of worlds and donut factories, it's not in me to take another person's life, whether they're man or some ugly demon like her." Spidey replied, still committing to his 'No-Kill' rule.

Cinder sighed, "Showing mercy to even the worthless of your foes will only grant them to come back stronger," Shen then lets out a small smile, "But I'm beating a dead horse here. This is YOU we're talking about here. After all, you did save my life despite us being enemies and could possibly betray you at any time. Honestly, thinking about it now, I'm not sure if I'll go back to Salem's side once this is over. We'll just have to wait and see."

"Hey, just know that whatever path you chose at the end, I won't judge. You, alone, determine your own destiny. Remember that." Spidey gave some sound advice to Cindy.

She smiled, "Yeah. Thank you, Peter."

 **BGM End**

* * *

 **BGM-Spider-Man: Web of Shadows OST-Symbiote Invasion (Alt. Ver.)**

After a few minutes of following the aircrafts, the two heroes have arrived at their destination point on top of a rooftop, where they find some of Kingpin's tech goons fighting off against the Electrolings, with some assistance coming from Black Cat.

"Cat!" Spidey shouted to his on-and-off partner in crime. He and Cinder leap from the rooftop to assist Felicia taking down the symbiotes.

"Glad to see ya, Spidey. How about you and I team up for old's sake and take down these creatures?" Felicia asked the webhead.

"Sure thing, Cat." He replied, with all three heroes working together to take down the electric symbiotes. The arachnid hero finds himself surrounded by a couple of Electrolings, who begin to turn into pure energy and zip pass the webhead, hoping to painfully electrify him if he didn't keep jumping and ducking. "These things move as fast as lightning bolts," He said before shooting a web line at one of the purple creatures, reeling it in for a hard fist to its one eye, smacking it straight down to the ground. He then continues to dodge more purple blast from the symbiotes before counterattacking with a couple of web shots that blinds their faces, leaving them open for a few gut punches to the chest.

Cinder finds herself narrowly dodging purple blasts from her own batch of symbiotes, roundhouse kicking the ones that are left wide open after their attack. Her mysterious senses from before triggers her to danger from the back, and without turning around, she begins to back flip away from the blinding blast coming from one Electroling and stabs it in the chest, killing it and then the others with a huge fire blasts.

Lastly, Black Cat is engaged with three symbiotes in front of her, using her claws to swipe away their skin before using her whip to smack them off the edge of the platform. She also would've been knocked off the rooftop by the sneak attack from a stealthy symbiote, but as their bad luck would have it, it is smashed into the ground by Spider-Man before it could blind sight Black Cat.

"Always remember: Never cross the Black Cat's path or else you'll start kissing the path yourself." Spidey quipped before he and Cinder turn to Cat after finishing off the symbiotes on the roof.

 **BGM End**

"Nice work, knocking out these crazy things. But this isn't over…" Felicia said to the two.

"You mean there are more of these guys?" Spidey asked the Cat.

"That's right. You better hit as many as you can." Cat responded.

"Hitting as many as we can won't stop these creatures from spawning. We need to destroy the source of these electricity beasts if we want to reduce their numbers." Cinder suggested a more useful alternative.

"She's got a point." Spidey agreed.

"Alright, we'll do that. I'll try to drive off as many of these things as I can while you two find the source. We'll meet up back here when we're done." Felicia said.

"Okay. Be careful, Felicia." Spidey said, concerned for her safety.

"You too, Spider." She replied with genuine concern, still feeling a bit sore and guilty of their previous fight from last time. The heroes then proceed to split up to take care of their respective objectives.

* * *

Almost an hour later after splitting up, taking care of more Electrolings spawning from electric Symbiote pods along the way, the Spidey-Cinder duo found a small team of three Electrolings messing around at the symbiotic version of Central Park.

"There. Let's take out two of them, and hopefully the last one will retreat back to its base." Cinder briefed Spidey on their plan that'll lead them to the source of these creatures.

"Right." Spidey nodded, firing a web line at one of the unexpecting Electrolings, pulling himself in for a double-axe kick to the face, "You're not quite as much fun to beat on as the real Electro, but you'll do." The second symbiote was left confused for a brief moment, only to lose its train of thought after being stabbed in the chest by a thrown flame spear coming from Cinder.

Scared and alone, the last remaining Electroling begins to retreat back to its main hive hideout by flying through the numerous lamp posts in the park at lightning-pace speeds. "Follow it!" Cinder shouted, with her and Spidey giving great chase after the bolting symbiote through the park, avoiding the dangerous wild life from the symbiotic plants and goop plastered all over the grass until they successfully escaped from the park while still on that symbiote's non-existent tail.

The duo chased the symbiote into an open area in the middle of this part of the city before they lose sight of it, but that doesn't matter anymore as they have managed to find the source of the Electrolings, "Whoa…," Cinder and Spidey stand in awe as they standing outside of what appears to be some kind of outside temple, with the only thing they see are five massive, almost arc-shaped-like symbiote purple glowsticks built in a circle, powered by numerous Electro-pods and those purple crystals from before that's giving them power, hovering over the center of the plaza, where a grotesque-looking hive is placed there and pulsing like mad.

"What do you think this place is for?" Cinder asked Peter, still looking at the gigantic glowsticks in awe.

Before he could answer, Peter notices some symbiotes standing next to one of the pods, "Look," He points Cinder to where those symbiotes are standing, two of them are Electrolings, one of them are the Snatchers, and the last one is a Symbiote Beowolf. The 'normal' symbiotes creepily approach the Electro-pod, and when they are in close vicinity they start to change into Electrolings versions of themselves and start to bow and worship the pod as if it's some god, "Those pods are more trouble than they're worth."

Cindy draws out her dual-wield flame blades, "Then let's take them out before they cause even more trouble." The marvelous duo head towards the group of pods placed under one of the purple glowsticks, taking out their protectors in great fashion before destroying their makers.

 **BGM-Sonic Adventure 2 OST-Suitable Opponent**

The duo is a little exhausted from all the fighting, but knowing they still have more work to be done, they won't rest until all of these pods are destroyed, but it would seem they might have some trouble with that, as a new foe is about to make his grand entrance and 'reunite' with his friends, **_"Well, well, well. What do we have here?"_** A mysterious, monstrous, not to mention groggy sounding voice from somewhere close by the heroes captures their attention. Popping out from inside the gooey glow stick by kicking himself out, this new enemy lands a couple of feet across the heroes and slowly stands up and shows his entire figure to them, **_"If it isn't my old pals, Spidey and Cindy. Feels like a…family reunion, if, you know, you two were part of the family."_**

"Uh, dude, should we know you, because I don't think we've ever met." Spidey said to his new enemy in front of him, not recognizing his appearance at all.

 ** _"_** ** _Aww, really, because I'm certain we have, especially you, Cinder."_** The silvery-gray haired kid possessed by a symbiote turns to Cinder, staring her down with his non-existent eyes.

"That voice, it couldn't be…Mercury?" Cinder asked him, sounding a little shock when speaking since she thought he was dead after Venom ate him and Emerald before the invasion.

 ** _"_** ** _So she does remember us. We're touched."_** Symbiote Mercury replied.

"Wait! This guy in front of us was one of your dead teammates?!" Spidey asked Cinder.

"Y-Yeah, but I thought he died when Venom devoured him a while ago, along with Emerald." Cinder told him.

"Venom most likely didn't ate them. Just kept them in his bottomless stomach to mess with your head, then spit them out as symbiotes to serve under him. He likes to do that." Spidey guessed to the best of his abilities on how Mercury, and possibly Emerald, are still alive.

Cinder growled and slowly powered up her flaming aura from her ISO-8, hating being tricked to think her teammates were killed off, "He's gonna pay."

 ** _"_** ** _I still see you have quite the temper,"_** Mercury stretches his legs and cracks his knuckles, **_"Guess I should cool it down, permantely."_** He said with a menacing voice from his groggy monster voice.

"Is there any way we can free him?" Cinder asked the Spider for some advice on how to separate the symbiote from Mercury.

"From what I could tell, yes. He doesn't seem to have fully bonded with the symbiote yet. If we could weaken the suit enough, it should give your pal, Merc, a window of opportunity to free himself from its control," Spidey gave his best plan on how to save Mercury to Cinder, "Shouldn't be too hard with the two of us, right?"

 **BGM End**

And as if the Gods of the universe heard him, Peter's best friend, the Parker Luck, decided it's time to mess with him once again with lowly growls and loud thunder storms. The heroes and the Symbiote Mercury turn to where the source of the sounds are coming from, where they spot dozens of the Electrolings moving closer and closer to dark hive in the middle of the plaza, bowing down as the electricity from the arc glow sticks starts to pour into the hive. With enough energy absorbed from the temple, a symbiote glowing an eerily blue rises from the hive, that creature being that of Symbiote Electro, showing his tremendous powers to his cult.

"You had to ask." Cinder gave Spidey a plain look of not closing his mouth, because as usual, him talking leads them into more trouble. She sighed, "Look. Go take care of thunder boy there. I can take care of Mercury."

"You sure you could beat him?" Spidey asked her.

"Pfft. Of course. Even with all that goop granting him more power, I can take him, no sweat." Cinder replied, feeling very confident she could beat a symbiote-enhanced Mercury.

"Alright. Be careful." Spidey said before swinging away to take on Electro.

 **BGM-Spider-Man 3 Game OST-Lizard Tension (Part 1)**

 ** _"_** ** _Oh, I've been looking forward to this for a long time."_** Possessed Mercury said, cracking his neck left and right repeatedly, which starts to disgust Cinder. The two former teammates then proceed to immediately charge at each other, with Mercury letting out a monstrous roar and collides his kick with Cinder's dual blades, who quickly uses them to block his attack. Seeing how he couldn't break through her defenses, Mercury starts to clash with Cinder, countering all of her sword swings and slashes with just his foot. They both clash at incredible high speeds all across the giant plaza, with none of them giving the other breathing room. Cinder changes tactics and jumps straight into the air, firing a fire blast down below to Mercury, but he dodges it by simply jumping much higher than Cinder, spinning in the air a couple of times before launching down with a dominating axe kick, crashing down onto Cinder's blades as they land and create a wide crater from the impact.

Cinder struggles to break free from Mercury's axe kick for a bit until she found the strength within her to do so. "Mercury, I'm only going to say this once if you know what's good for you: Break free from that symbiote, otherwise I have no choice but to go all out. Don't blame me if you actually die during this." She menacingly threatened him with the evil glare.

Symbiote Mercury starts laughing, **_"You ain't our boss, no more! We could do whatever we want without YOU holding us down, making us work like your puppets!"_**

"Well you seem to be enjoying being the puppet of that alien possessing you, gray-haired moron." Cinder calmly retorted, getting Mercury all the more fired up to kick her head clean off.

Using his symbiote, Mercury stretches his leg long enough to start combating Cinder from the distance, rapid-firing his kicks to attack her from all fronts and sides, keeping her distracted long enough for a giant, symbiotic foot to meet with her face, sending her crashing to a nearby wall and leaving her stuck there so her possessed friend could start choking the life out of her. **_"C'mon, Cindy. At least make a fight out of it."_** He taunted her, getting her angry enough to burst in flames and setting herself free from the dude's icky grasp.

"Y'know, I've never liked that big mouth of yours." Cinder said while tending to her neck.

 ** _"_** ** _And yet you hang out with the bug. What's up with that?"_** Mercury questioned. He starts shooting out venomous spikes from his feet at Cinder, who begins to start running away from the first sight of those spiky looking things. She circles around Mercury as he continues shooting, leaving herself to uses her ISO teleportation to warp right in front of him and cut off his two legs, causing him to roar out in pain."

"Oh get up and stop acting like a crybaby. That symbiote of yours could regenerate those missing limbs in an instant." Cinder said crossed armed, knowing he's most likely faking.

 ** _"_** ** _You know us too well."_** Mercury hops right back up while simultaneously regenerating his missing legs in a quick instant. **_"Ah. Good as new."_** He said before turning his vicious attention back to his crimson opponent.

 **BGM End**

 **BGM-Spider-Man: Web of Shadows OST-Symbiote Boss**

Back with our favorite wall-crawler, the ever-joking hero is currently doing battle with the symbiote-possessed Electro, who is hell bent on taking his mortal foe down with all he's got, shooting numerous electric bolts and thunder waves at that goody-two shoes, but he keeps on missing thanks to Peter's quick wit and agility. Gaining enough distance, Spider-Man proceeds to slaughter Electro with a cluster of web barrages, dazing him for a few webbing punches and kicks to the jaw and chest.

Thinking he's not strong enough, Electro tries out a new tactic, hovering above the central hive he created and commanding his minions to transfer their power to him, **_"More. Need more. I NEED MORRRRREE!"_**

"More what? More words? To make sense. Yeah." Spidey joked. He notices the Electrolings sharing their power to their boss, making him stronger. To prevent him from becoming a bigger problem than he is, Spidey starts to take down each Electroling one-by-one, but reinforcements show up to distract him, "Oh goody, company. I was beginning to there wasn't enough living goop to beat on." He starts to fight off the other symbiotes as fast as he could so he could focus on the ones that matter and are making Electro stronger.

Unfortunately, even after destroying the last living icky, he was too late to stop Electro from reaching maximum power. The Symbiote Super Villain hops up in the air before coming down and smacking his fist straight into his hive, using his power to charge up his glowstick-shaped temple, reviving his Electro-pods, **_"Move, my legions. CREATE MORE POWERRRRR!"_**

"You just said 'my legions' with a straight face. Oh you must be stopped." Spidey joked again.

 ** _"_** ** _Keep those pods working. KEEP MAKING MORE POWERRRR!"_** Symby Electro blurted out, giving Spidey an obvious idea.

"You're giving away your whole evil scheme!" Spidey said as he starts destroying the symbiote pods, which starts to have a negative effect on Electro.

 ** _"_** ** _The pods are the key! Protect them at all cost!"_** Electro orders his servants to attack the wall-crawler as he continues to demolish more and more of those pods.

Even with his legion backing him up, it doesn't take long until Spidey destroys them and the pods, weakening Electro back to his normal power. "Now I'm coming for you, Electro! Your electric bill is way overdue!" He web zips straight towards Electro and commences hand-to-hand combat with the freak. As the starfish face symbiote and the Spider are battling each other, Electro's Recharger symbiotes are revived again, transferring their power to their master once again, slowly giving him the edge in his battle without Spider-Man noticing.

 **BGM End**

Thinking he has this battle in the bag, Peter temporarily puts on his black suit to give him that extra "Oomph" in his last attack, "Say goodbye, E. It's been nice knowing ya." Just as Spidey fires his right fist to Electro's face, the symbiote villain teleports away from plain sight just as Spidey's fist was about to connect, "Hey! Where did he go?" Spidey looks, turns and twirls around to find out where Electro just vanished to, not sensing his presence until it was too late, spotting his controlled nemesis floating directly above him. Electro quickly fires a huge, terrifying looking thunder storm attack right onto Spidey, causing him and his symbiote to scream out in pain as he's forced to lay on his belly, struggling to stand right up with all that electricity painfully pouring down on him.

 ** _"_** ** _Ahahahaha! Remember my Ionic Storm that I used on you back at that other world? Now here it is again, 10x more powerful and deadlier than it was before! Say goodbye, Spider-Man!"_** Electro said to the wall-crawler, slowly killing him with his Ionic Storm technique.

 **BGM-Dragon Ball Z Kai OST-The Clouds of War Spread**

Peter is performing his best to ignore the awful pain he's feeling now, but it would seem his symbiote is having a much harder time performing the same. Since he's wearing a G-Symbiote, electric-based attacks cause it more harm than any other weapon or special attack, causing it to cry in pain and trying to spread itself apart. "I have to…get away…now…before…," Just then, at that very moment, a dark shiver courses through Peter's veins, with his symbiote deciding to change plans. Instead of continuously crying in pain, it decides to continue its plan to consume Peter's body and mind by using it and his host's combined rage to perform the process. White, thin stripes that look like veins start to pop up on his suit's black arms and legs, while also granting him pointy, monster like claws, as well as slightly making his white, eye lenses bigger. "Oh, man, I knew this would happen! It's this SUIT! Gotta get it off me before I-," But it was too late, as the Black Suited Spider-Man breaks free from Electro's Ionic Storm with a monstrous roar, powerful enough to create massive shockwaves that breaks all nearby windows.

This sudden commotion catches the attention of Cinder and Mercury as they were fighting. **_"What the hell?!"_** Mercury said while turning to the spot where Spider-Man was almost fried to death.

"Spider-Man?" Cinder looks over to Peter, who looks a little different and more menacing than he was before with his black suit.

* * *

 **Main Symbiote Hive**

This sudden burst of symbiote power catches the attention of Venom while hanging around back at the main hive of operations. **_"What in the…Where is this sudden eruption of power coming from?! It could be coming from…Parker, could it?"_** He asked, stunned.

* * *

 **Somewhere at the North Pole**

Salem also senses the sudden spike of power coming from Spider-Man's symbiote after she has collected the third ISO Emerald. This massive spike of energy has left even Salem as little stunned at what she's sensing, "Incredible. We never knew the child possessed such raw power of negative emotions. It is no wonder the symbiote bonded with him. He's like a bottomless well of rage and hatred that could feed thousands of Symbiotes and Grimm for years."

* * *

 **Back at Manhattan**

 **BGM End**

 ** _"_** ** _What in the…,"_** Is all what Electro could say while hovering in the air, in awe and terrified of whatever transformation happened to Spider-Man and his symbiote.

This transformed Spider-Man slowly stands up from the ground with his back turned to his enemy, already recovered from the thunderstorm attack he had to endure. **_"You shouldn't have done that…,"_** Spidey started speaking with his new, venomous sounding voice that could scare even the fearless of people. A small X-like shaped tentacle starts to form on his back and continuously moving around until Spidey slowly starts to turn and face Electro to show off his complete appearance, now sporting a mouth from his mask. Heck, his entire new design looks an awful lot like the time his clone, Ben Reilly, got possessed by the Carnage Symbiote, turning him into Spider-Carnage, but this time with the black suit and Peter _somewhat_ in control over his dark self, but slowly losing himself in the process, **_"You really shouldn't had done that."_** He said, sounding a lot more menacing this time.

 **BGM-Dragon Ball Super OST- Jiren Humiliates Goku**

Electro puts up little to no fight at all as the rage form of Black Spidey instantly appears in front of him and devastatingly kicks him to a crowd of his Electrolings. He crashes down and in an instant destroys those symbiotes before smacking Electro through his giant glow sticks with a transformed punch. With his unrivalled speed, Spider-Man starts pounding onto Electro with numerous punches and tendril attacks in the air, almost destroying the entire plaza and the nearby buildings from his quick and brutal assault alone.

 ** _"_** ** _Take this!"_** Electro fires a beam of dense electricity onto Spidey, but he just takes it headfirst, coming out completely unscathed.

 ** _"_** ** _It'll take a lot more than that to beat us."_** Rage Spidey said, appearing before Electro again, reeling his cupped hands back and smacking Electro straight down to the ground, brutality stomping on his chest a second after. He wraps his tentacle around the villain's neck and repeatedly smacks him across the ground while laughing manically before throwing him to a nearby building. Symbiote Spidey opens his mouth and charges a ball comprised of dark, negative energy and shoots a barrage at the defenseless Electro. For his final attack, he collects a mass of dark, purple energy in each hand then forcing them together while getting in stance to perform a move he learned from one of his inter-dimensional friends, Ryu, but only the dark variant of it. **_"Metsu! HADOKEN!"_** He fires the dark purple ball of hatred at Electro, destroying the building and nearly killing Electro himself if he didn't block with an energy field in time, but that was the last of his energy and proceeds to collapse on the ground unconscious and weakened.

 **BGM End**

 ** _"_** ** _Now to finish you off for good."_** The seemingly possessed Spider-Man proceeds to walk over to the defeated Electro, transforming his right hand into a dark sword, intending to stab and kill the defeated menace once and for all.

"Spider-Man!"

Spidey stops and turns to where the voice is coming from, which so happens to belong to Cinder, as she's still in lock and clashing with the Symbiote Mercury in battle, "What the hell do you think you're doing, you idiot?! That symbiote has managed to combine with the darkness within your heart! I know you're not stupid enough to let it fully control you! Fight it now! You're not that weak yet for it to completely consume you!"

 ** _"_** ** _Shut it!"_** The possessed Spidey angrily points his sword at Cinder, intending to kill her, maybe Mercury, and then Electro.

 ** _"_** ** _Yeah, Cindy, shut it!"_** Mercury said, about to overtake this long, drawn out clash between him and his former boss.

Determined not to lose or give up, Cinder is granted extra strength from whatever change that's happening within her own body as well, slowly overtaking the clash between Mercury and winning. _"Don't worry. Let me help with this one."_ That same voice that's inside Cinder's head starts talking again, with it and her power combined to unleashes a giant, red shockwave that encompasses the big plaza, effecting all three possessed symbiotes at the same time, causing them to shake their heads in pain.

 ** _"_** ** _What the?! Where did that power come from?!"_** Mercury asked while trying to assess his painful predicament with his symbiote going haywire. With him left wide open, Cinder surrounds her right fist in flames and gets off a direct hit onto Mercury's chest, sending him flying right next to Electro unconscious and beaten.

 ** _"_** ** _Ah! How could-?!"_** Symbiote Spidey is also going through great pain as he could feel his other half trying to retake control over the body. **_"No! Damn! Parker and his bug god friend is trying to…suppress me again…"_** The body falls flat onto the ground, with Spidey back into his classic red suit again and full control over himself, but for how long?

"Spider-Man!" Cinder runs up to check if Peter is okay, helping him up to his feet as he regains consciousness.

"Uh, ow. Damn symbiote. Trying to hijack my body to avoid getting zapped. I could feel it's influence over me getting stronger and stronger. I should probably lay off the black suit for a while." Spidey said, standing on his two feet by himself.

"Yeah. It won't be long until that suit takes control over your light side, then we'll all be in trouble." Cinder said to him.

The duo's little chat has to be cut off as they hear both Electro and Mercury scream in absolute pain while trying to take off their weakened symbiote. "Electro!" Spidey shouted.

"Mercury!" Cinder also shouted, with the two of them running up to attend to the victims.

"Come on, Electro! Fight it off! You can do it!" Spidey encourages the villain to use all his willpower to get rid of his symbiote for good.

"Same to you, Mercury! I know you're too stubborn to be controlled like this! Get that thing off you right this instant!" Cinder commanded her teammate, as both he and Electro give it everything they've got against their respective symbiote.

After a lengthy, excruciating battle from within, Electro and Mercury finally managed to get rid of their symbiote, turning themselves back to normal, though Mercury is still missing one mechanical leg now that he's without a symbiote.

"Electro…Max…" Spidey helps Max off from the ground, but the deranged villain just pushes him aside.

"Get away from me! She's gone…My sister…She's" Electro slowly walks away, still weakened from the fight and the separation to continue walking anymore before collapsing to the ground unconscious. Free from the symbiote, but unconscious.

"You're not going to brush me off too?" Cinder helps the freed Mercury up to his one foot, "Cause if you do, you'll be sorry."

"I'm not that dumb to do that…Thanks…" Mercury said to his boss, or I guess friend in this case before falling unconscious as well.

Cinder smiled before turning to Peter, "I guess if Mercury's alive, that means Emerald's somewhere in the city under the symbiote's control."

Peter puts his hand onto her shoulder, "Don't worry, we'll find her. It's only a matter of time," He lets go of Cinder's shoulder, "I need to go meet up with Black Cat. Call in S.H.I.E.L.D. to pick you and these two up back to Stark Industries."

Cinder nodded, "Right. See ya there." She said before Spidey swings off to meet up with Black Cat.

* * *

Swinging from building to building, Spider-Man arrives back to the rooftop where he and Cat agreed to meet up after their respective missions. "You did it, Spider-Man. This area is clear." Felicia said to her friend.

"No. This is a long way from over. I better head back to S.H.I.E.L.D. You get back to Kingpin. And be careful." Spider-Man told her.

"I can take care of myself." Black Cat replied.

As Spider-Man heads back to the Resistance Base over at Battery Park, Black Cat heads back to Kingpin's Tower. As she does, she senses that something ominous is following her but couldn't determine the source. She continues swinging and swinging through the city until she notices strange, black tentacles forming all across the city and catching up to her even through the air, "What in the…? Is this real?" The tentacles start to get closer and closer to her, coming from all around the city, leaving her no place to escape their wrath.

Then, out of nowhere, a terrifying presence with creepy white, pale-green skin, no eyes, and a terrifying looking giant mouth appears right behind her, surprising and terrifying Felicia, **_"Hello, Felicia. Ready for that heist now?"_** The creature asked with its big grin, showing its many teeth all across the mouth as the city-wide tentacles form a mouth and devour Felicia a whole as the creature manically laugh with a familiar, but monstrous sounding voice.

* * *

 **BGM- Spider-Man: The Animated Series OST (1994)- Ending Theme**

 **Carnage:** ** _Ahahaha, it is I, the Great Carnage, ready to commit man-slaughter through the city! Or I guess in this case, symbiote-slaughter! AHAHAHAHA!_**

 **Venom:** ** _Ugh, Carnage, didn't I get rid of you?_**

 **Carnage:** ** _You should know by now, DAD, I'm extremely hard to get rid of, just like how my child is still alive._**

 **Salem: What?! The Pure Symbiote?! The Symbiote God is still alive?! I thought you said it was dead?!**

 **Venom:** ** _You act like I'm the Symbiote expert when it comes to everything related to Symbiotes! How should we know the thing was still alive?!_**

 **Next time on Spider-Man and Cinder: Flaming Web of Light and Shadow-**

 ** _Minimum Carnage_**

 **Carnage:** ** _After I'm done slicing up my spawn into tiny pieces, I'm coming for you and the wicked witchy next, daddy!_**

* * *

 **KFX here: Mercury's back, but so is Carnage. Oh this isn't gonna be good. Anyways, Spider-Man new "Rage Mode" will show up a few more times during important parts in the story, only activated through extreme stress and anger, or if Peter willingly puts it on. His design in Rage Mode is basically Spider-Carnage but with the black suit, imagine or draw that ("Wink" "Wink"). And finally, we're getting closer and closer to the reveal of Cinder's Symbiote form, so get ready for that in Issue 15. Stick around.**


	15. Issue 14: Minimum Carnage

_Issue 14: Minimum Carnage_

 **BGM-Spider-Man: Web of Shadows OST-Symbiote City 1**

At the far side, empty corner of the diseased city of New York, a couple of non-infected humans are seen running for their lives from the slimy tentacles of the Symbiote Snatchers, Grapplers, and Symbiote Death Stalker Grimm. They run and run as fast as they can to escape their venomous clutches before they could be turned into symbiotes themselves. Two humans quickly turn around and try to stall the monsters with their pistols, but their bullets prove completely ineffective against their oily skin, so they begin to retreat again after they've ran out of ammo. The humans continue running with their very life hanging in the balance, that is until a small girl holding onto her mother accidently trips from some destroyed terrain, leaving herself wide open for the symbiotes to either infected or devour for nutriment.

 **BGM End**

The child starts crying out for her mother as a Snatcher stands right on top of her, ready to eat her. That is, until an unexpected guest arrives to save the child, piercing the symbiote through the heart, if it has a heart, with his tendril-shaped blade.

 **BGM-Green Jelly Band- Carnage Rules**

The red monster laughs like a madman, **_"So sorry. I was planning on stabbing your spleen first, then the veins, then the pancreas, and then everything else until the heart. Guess you could say I'm in a rush."_** The crimson-looking symbiote starts slicing up rest of the enemy symbiotes into tiny, little pieces while he continues laughing and acting all kinds of crazy until there are no more to kill, much to his disappointment, **_"What? That's it? They don't make symbiotes as good as they use to, huh?"_**

 **BGM End**

"Um, sir?"

The red savior of the innocent turns around to meet the mother of the child he saved, as well as the other survivors, "Thanks you for saving us. Tell us: What is your name?" She asked the symbiotes savior.

 ** _"_** ** _I'm your friendly neighborhood…CARNAGE-MAN!"_** Carnage finally introduced himself to the humans he so happened to save.

The people, upon, learning who Carnage is, slowly starts to back away from the crazed psychopath, "C-Carnage? You mean the serial killer monster?" A man said, scared out of his mind, rightfully so.

"We have to get out of here!" Another man yelled. As they all start to run away, Carnage waste no time in using his symbiote to pierce his body tentacles through each of their hearts and brains, killing them all, including the child without a second's thought.

 ** _"_** ** _I was so hoping they didn't run away. I was planning on using my axe to chop their heads off and play hopscotch with them. What a shame,"_** Carnage starts walking along the wrecked street he's in, stepping and crushing the heads of his victims while he does so, **_"But I guess I don't have time, do I? I need to find my spawn and finish the job I was too weak to accomplish because of that girl and papa."_** He begins chortling again, **_"I can't wait to taste their blood once I'm done with them."_** He laughs loudly as he swings through the city, destroying every living creature he comes across, whether their human or a symbiote, caring about no one but his highly insane self.

* * *

 **Stark Industries**

After the battle with Symbiote Electro and Mercury, and after meeting up with Black Cat, Spider-Man swings back to Resistance Base to take a quick break, spotting his partner, Cinder Fall, waiting for his arrival.

"Nice to see you're not dead yet." She greeted the webhead as he lands.

"Funny. How's your buddy?" Spidey asked her on the condition of Mercury.

"He's fine. Right now he's unconscious while S.H.I.E.L.D. give him new prosthetics legs while he's asleep. Knowing him, he should be up and about relatively soon." Cinder replied as they start walking around the resistance base.

"That's good to hear." Peter said, looking pretty upset and depressed.

"What's wrong? You're not sounding so annoying as usual. Are you thinking about how your symbiote almost took you over?" Cinder asked him on his depressed condition.

"Yeah…," Peter replied as he looks down the ground and covers his chest with his right hand, "I could feel it. The symbiote has completely taken over my dark self. The darkness I've kept ignoring. Getting stronger and stronger. Overwhelming me. It won't be long until I completely lose myself to it. But the thing I'm more ashamed of, is that I actually ENJOYED that power."

"Do tell?" Cinder responded nonchalantly to counter Peter's depressive tone of voice.

"Even though I was barely in control over myself when I was fighting Electro, I felt the power of my darkness along with the benefits of the symbiote," Peter continued, "It's power was exhilarating, and I almost didn't want to stop until somehow you snapped be back from it."

"You're welcome by the way." Cinder intervened.

Peter continued, "I had no idea the dark force of my powers could make me so powerful, but at the same time…it makes me fear them even more. Goblin and Salem keeps saying I'm like them, that we have the 'same eyes', and I want to say they're right, but if I do, that's where I might lose myself for good. Not be a hero anymore. But…how can I reach my full potential if I don't? How can I be at peace with my mind with all these thoughts running rampant through my mind? How do I turn back, or control the darkness…without losing myself to it? Do I have to go against everything I stand for to control it, and even still, will it be enough?"

"Probably not." Cinder said, continuing acting so nonchalant about Peter's current predicament, even putting her hands behind her head to show how much she doesn't seem to care.

"You are taking this WAY less seriously than I thought." Spidey told her.

"Why not? I know you'll find _some way_ to overcome this problem. It's only a matter of time," Cinder said, surprising Spidey a bit that she has full confidence for him, "Look. You're not one to lose his resolve no matter the circumstance. Light or Dark. The brightness or the shadows. You are who you are."

"Yeah, but-."

"Stop whining, alright?" She cut off Spidey, "Aren't you supposed to a master in the martial artists? Having trained with some of the best this world, and other worlds, have to offer like the Avengers, the guy with the glowing fist, or that homeless fighter with the headband who refuses to wear any shoes?"

"Yeah…" Spidey responded carefully.

"Surely they must have taught you some way to clear your mind. Haven't you tried meditation before?" Cinder asked him.

"Um, once or twice, I think," Spidey answered, "But I don't think I have the time to be meditating, with the fate of the whole world at risk and all."

"Well, when you do have time, just relax. Stop talking for once while you meditate, then maybe something good will happen, I don't know." Cinder said.

"I'll try. Thanks." Spidey said.

Cinder shrugged, "Eh. Don't mention it. Just got tired of your annoying yapper, that's all."

After their little conversation and circling around Stark Industries, the duo walks back to the front of the building to meet with Black Widow. "Evacs are green. A.P.C. birds are in flight. We need to prep the LZ's." She said while speaking to someone through her earpiece.

"Explain Military Speak to the poor, confused Super Hero." Spidey said, not understanding a lick of what she was talking about.

"You've done your job and now we can get people out of New York. We have flying armored personal carriers at the ready." Widow explained to them.

"That's great!" Spidey said happily.

"There is just one more thing." Natasha told them.

"I'm guessing it involves us risking our lives to protecting the weak and helpless?" Cinder questions.

"There are several rooftops that need to be cleared so the A.P.C.s have room to land and board evacuees." Widow informed them.

"I see. We'll get right on it." Peter said, with he and Cinder making their way to the boarding zone.

* * *

 **BGM-Spider-Man: Web of Shadows OST-Protect the Innocent**

The two heroes decided it was best to split up and each take an evacuation zone to cover, with Cinder picking the one at a small park. She arrives to see a group of 8 scared humans with pistols for protection, hiding inside a small, open barrier that's surrounded by all the junk they could find in this deserted area.

"Don't be scared everyone. I'm here to help." Cinder assured the civilians.

The anti-hero from Remnant looks to the sky to see a S.H.I.E.L.D. hovercraft about to land across from the junk fortress, _"Let's get them moving. We have symbiote inbound. Protect those people at all cost, Ms. Fall."_ The man from the hovercraft said to Cinder.

She nods before hearing the sound of Snatchers and Beowolves coming their way from the east. She turns to the people behind her, "Everyone, stay close as we make our way to the vehicle!" The people begins to huddle behind Cinder, who begins to create a bubble made of flames around themselves to protect from the incoming assaults. They slowly start walking towards the aircraft, but as they do they spot the symbiotes crawling on the ground, rapidly approaching to feast on their innards. They lunge at the humans, not giving a damn about the flame shield until they come in contact with it, causing them to bounce back upon impact.

"This shield won't hold us for long! We have to keep moving!" Cinder instructed the others, prompting them to speed up and approach the aircraft while being chased by more symbiotes. The barrier starts to weaken, so Cinder starts to take the offensive and shoot fire balls at the monsters, knocking them away but not killing them since they are immune to fire-based attacks. Luckily, the group managed to arrive at aircraft. Cinder lowers her shield and the civilians hurriedly hop inside the back of the ship while their protector starts slicing up the symbiotes heading their way.

"AAAAAHHHHH!"

Cinder turns to the noise to find a lady being snatched and dragged away by a Snatcher. "No you're not!" She conjures up a flame spear and throws it at the head of the symbiote, causing it to fall on the ground dead and the woman safe from its clutches.

The lady quickly gets up from the ground and turns to Cinder, "Thank you."

"Whatever! Get to the ship!" Cinder retorted. The lady acknowledges that and quickly enters the ship as the last person to do so. With everyone escorted and safe, the S.H.I.E.L.D. aircraft takes lift off, _"We're full. We'll take these guys back to the safe zone and head towards another location. I request you do the same, Ms. Fall."_

Cinder watches as the hovercraft flies away back to Stark Industries. "Wonder how Spider-Man's doing?" She asked herself before heading to the next evac location.

* * *

Swinging through the air to avoid getting mauled by the Zombie Symbiotes, the Amazing Spider-Man lands at an empty spot on the sidewalk, located near the river. "Phew," Spidey wonders where the evacuation zone is located until he looks to the building next to him, "WHOA!" He's in shock to see a small army of symbiotes crawling up the building to attack the S.H.I.E.L.D. agents that are ready for transport.

One of the Snatchers manages to climb itself up to the roof only to be blasted back by the shotgun from a skilled agent in blue, but more of those monsters just keep climbing up. _"Attack those symbiotes, Spider-Man! Now!"_ The agent driving the transport craft said to the hero.

"Got it, my man!" Spidey zips to the wall where the symbiotes are leaving their disgusting marks on and begins his wall-crawling, martial arts skills of doom on them. "Check out my moves! Bet you can't do that, copycats!" He said while wall-sliding through a Symbiote Death Stalker.

As boarding the transport ship intensifies, so does the battle between the heroes and the infected monsters. The S.H.I.E.L.D. agents on the roof keep pouring all they got on the wall-crawling monstrosities, with Spidey backing them with some old fashion web whips, "If you think you can crawl over my wall, you're sadly mistaken!" He quipped towards the symbiotes, tying up their face with his sticky webbing and throwing them to a bunch more a feet away from him.

Eventually, all the agents have been successful in escaping via the drop ship. _"That's it over here, Spidey. Go find another evac space and help the people there."_ The driver said to Peter.

"On it, chief!" Spidey quickly swings away before the symbiotes overwhelm the roof.

Peter continues swinging through the infected version of his once great home, trying to find another evac zone for him to work and save lives. He swings high to one of the rooftops, where he finally notices an evacuation zone that's about to be bombarded with symbiotes. Squinting his eyes, he notices Cinder already on the scene and protecting the innocent as they make their way to the drop ship, but even her fiery abilities won't be enough to take down the symbiotes approaching the roof from the wall.

"Hold on," Spidey zips to the building, catching Cinder's attention, "Spidey's here to save the day!" He attaches himself to the wall and starts fighting the symbiotes while Cinder deals with the ones already on the roof.

"I found this roof first, Spidey! Back off!" Cinder said to the Spider, blasting through a line of symbiotes, stabbing another from the back.

"I can see that! That's why I chose this wall instead." Spidey retorted with a witty remark, webbing up the symbiotes and throwing them across the air so they could splat right on the ground.

"Good for you!" Cinder quipped back, using her leg to trip a symbiote to fall off the roof. "Heads up!" She warns Spidey of the falling symbiote heading towards his direction.

Peter jumps to the air, attaching to web lines to the wall he was sticking on and propel himself back down with enough force to squash the symbiote with just his feet, "Thanks for the gift!"

Finally, thanks to the combined efforts of Spider-Man and Cinder, the A.P.C. was successful in rescuing the last of the civilians and transporting them to safety. _"Thanks a lot, you two. You've saved a lot of lives today."_ The pilot said to the heroes.

"It was our pleasure, captain!" Peter said to the pilot. He then elbows Cinder who is standing right next to him, "Say something nice."

"Oh, um, you're welcome, captain!" Cinder said. She then turns to Spidey, "Was that good enough for you?"

"Eh, six out of ten." Peter teased with a chuckle, which does a good job in angering her. Not in the mood to argue with the idiot, Cinder sighs as she and Spidey head back to base.

 **BGM End**

* * *

 **Stark Industries**

Upon arriving back to base, they are greeted by their other commander, Winter Schnee, "Good work on securing the evacuation zones while the A.P.C.s did their work. I now have another urgent mission for you."

"Are you saying all that other stuff was not?" Spidey asked her.

"I'm saying that you and Ms. Fall will go at once to assist one of my combat teams that is under attack by FLYING Symbiotes. Infected humans and Grimm alike." Winter annoying replied to the bug man.

"So does that mean Vulture's been infected too?" Cinder asked on the current predicament of Adrian Toomes.

"We haven't heard from Mr. Toomes since the meeting, so I would assume he's on their side now." Winter answered.

"I see, a free trip to Vultureland." Spidey said, not terribly excited to fight airborne symbiotes now.

"You two are my only available assets. Get there as fast as you can." Winter told them.

"We're on our way, even though you called us an asset." Spider-Man said.

"Yeah, couldn't you call us something else?" Cinder joined in on the fun.

Winter face palmed, not in the mood to deal with their childish behavior, "Just hurry up. Please." The two giggled before they hop on top of one of the hovercrafts and head towards the battlefield.

* * *

 **BGM-Dragon Ball FighterZ OST-Spirit**

Joining a few airborne S.H.I.E.L.D. agents as they make their way to help out Winter's combat team, Spidey and Cinder take this moment to have another conversation about the current situation.

"First Electrolings, now Vulturelings. As if New York was already bombarded with the normal bird droppings. I don't even want to imagine the stuff these symbiote birds dump." Spidey started off the conversation with his traditional light humor.

"Why would Salem even have these things in the first place?" Cinder ponders this to herself.

"To cause more unnecessary havoc across town for us to deal with?" Spidey replied with the obvious answer, but to Cinder, it's not strangely.

"Maybe, but I feel there's more to it than that. Salem is the type of person to use all her available resources to their fullest potential, even if the base form doesn't seem that adequate at first." She replied before questioning about something else she noticed, "Come to think of it, why would she and Venom infect everyone, including Mercury and Emerald, but not me? I was there when she began this plan of hers, but never bothered with me."

"That is a good question." Spidey responded. "Controlled by space goop or not, you would think Salem would infect her most powerful ally to her cause, but she didn't. How come?"

"It might have to do with what Venom said earlier." Cinder said.

"What did he say?" Spidey asked.

"I think he said something about 'Eddie belongs to us' and 'You will never take him from us like you tried to do before,'" Cinder quoted some of Venom's words when she briefly met him back at Upstate New York. "At first I thought he was talking nonsense, but now I believe there's more to those words than meets the eye."

"Ohohoho! NOW I get what's going on!" Spidey seemed to have piece the crypt wording Venom left for Cinder. "The symbiote is jealous of you! That's why it never bothered infecting you at first!"

"Wh-Whaaaat?!" Cinder is left completely stunned and flabbergasted at such a ridiculous claim Peter is proposing.

"Symbiotes may be living ink, but they still have a heart and soul surprisingly, and with that comes emotions and feelings," Spidey starts explaining his statement to his confused Cinder friend. "When I originally bonded to the symbiote, it saw me as it's 'first love', so you can imagine how mad and heartbroken it was when I rejected it. Heck, there were even sometimes when the suit was bonded to Brock and we fought, it would sometimes try to crawl its way back to me because it loved me more. So when the symbiote sensed the love between you and Brock, that must be when it started an ingenious plan to trick Salem into making it more powerful and take over the world. It's like a REALLY obsessed ex when you think about it."

"That's just…crazy!" Cinder finally retorted after being for a good minute. "And what makes you think I love Brock in the first place?!" She asked turning her back to him so he couldn't see her blushing red in the face.

"Eddie and I may hate each other's guts for all eternity, but he's still my bro, so I know his feelings for you are genuine. And I've come to know you enough after hanging out with you for a while, so I can tell from your actions and the way you're flustering, not to mention the blush, you DO like him, like him. Am I right, or am I correct?" Spidey asked her.

Cinder gets more and more frustrated with every passing second, not wanting to admit that the Spider's words aren't full of lies and false truths. She only snaps out of her thoughts when she remembers the brief kiss she and Eddie shared before this whole alien debacle began. She sighed to let out her anger, "I suppose there is… _some_ feelings that I share for Eddie. I'm not going to waste my time telling them to you. Still, to think this entire alien invasion all started because sentient slime from space got jealous."

Spidey laughed, "Yeah even the most dangerous of events here began for a dumb reason like that. You just got to love Earth."

"But I must know, Peter…" Cinder turns back to face Spider-Man, gathering his attention on what she wants to say to him, "Back at Avengers Tower a few months back, Venom asked you that if he were to ever go out of control, his final wish was for you to kill him yourself. Would you do that now since the conditions have been met?" She asked and reminded him of his promise to Venom during the end of the Goblin Nation Saga.

Cinder can see the seriousness overtaking Peter's facial structure behind his mask, as this is a good question that he needs to address right now. He does remember Venom saying the same thing months ago, but never gave a proper response back. With this alien invasion in full swing, that same promise crawled right back in the deepest part of his memory, now ready to be surfaced and answered.

"If Eddie wants me to kill him, then I might as well fulfill his last wish." Peter gave his most bold answer to date, getting a small gasp from Cinder as she wasn't fully expecting him to say that. "It's not something I WANT to do, but considering how much I made him suffer these past few years, with him losing his job, dropping out of college, not to mention getting bonded with a homicidal alien, the least I could for my bro is…just do something nice for him for once, even if it results killing him."

"I'm sure Eddie would want that." Cinder said with a small smile to cheer Peter up.

"I guess…" Peter said, looking very depressed and looking down to the floor.

 **BGM End**

* * *

 **BGM-Spider-Man: Web of Shadows OST-Symbiote Invasion**

After a few minutes of flying through the air, the heroes have arrived at the infested rooftop to spot Moon Knight and the combat team having some trouble taking on the Vulturelings and Symbiote Nevermores, who are all using the air to their advantage in the fight.

"Hold on, Moony, we're on it!" Spidey and Cinder jump off the hovercraft to assist with the clucking of the symbiote wings.

"Glad you have arrived at the last minute, Spider-Man." Moon Knight said to the bug, throwing his special "Crescent Darts" at a Nevermore, clucking its wings before killing it with a few more throwing blades.

"Great heroes always show up at the last second, don't you know." Spidey replied, webbing up some of the Vulturelings into a ball, kicking it hard enough to knock down a few more of the flying menace.

"Who ever said that?" Cinder asked him, jumping kicking off a wall to gain enough altitude to slice up a Nevermore's head clean off its body. Using a flame whip, she grapples onto another Nevermore's head, swinging from it to the sky and kill more of the possessed dark birds with a flame burst attack.

"I did! Just now! Because what I saw is always true!" Spidey replied, kicking a Nevermore in the face, distracting it long enough for the S.H.I.E.L.D. agents to shoot it down with their high tech pistols and shotguns.

"You are such a child!" Cinder responded back, using a flame whip to grapple onto another Nevermore's head, swinging from it to the sky and kill more of the possessed dark birds and Vulturelings with a flame burst attack.

"Focus on the matter at hand, people!" Moon Knight speaks up to get them back on the main topic, which is finishing off the remaining symbiotes attacking the rooftop. With the wonderful tool that is called teamwork, the heroes and their S.H.I.E.L.D. buddies managed to destroy all the symbiotes that were attacking the rooftop, leaving the ones that weren't destroyed to retreat and fight another day.

 **BGM End**

Spidey and Cinder walk up to Moon Knight after the current mission is done. "The combat team is safe, but our work is not done." He said to the two heroes.

"That's an understatement." Cinder responded.

"We had a feeling you say that." Spider-Man said.

"Spider-Man, Ms. Fall, there is a large concentration of these creatures nearby." Moon Knight informed them.

"Right. Knock down the flying Symbiotes." Spidey said.

"I also have reports of a mysterious, but dangerous looking red creature causing great destruction to both civilians and other symbiotes alike." MK also informed him of this new info.

"Red creature? Are you talking about Carnage? He's still alive?" Cinder asked, a bit surprised that monster is not dead after their battle a few days ago.

"I'm afraid that is the case." MK said.

Spidey groaned, "Now we have to deal with Carnage along with Venom AND Salem? This day just keep getting better and better, don't it?"

"My question is why is Carnage attacking more of his kind along with the people?" Moon Knight asked.

"Because Carnage is a mass serial-killing lunatic that doesn't care about no one or even his own life. That alone makes him a little more dangerous than Venom and Salem." Spidey told him.

"If he's in the area, we'll be glad to put him in his place when we see him, but for now let's focus on clearing this area of those flying symbiotes. If we destroy enough of those pods they're hatching from, that should make life a lot easier." Cinder said.

"Right. I'll do the same. Good luck." Moon Knight said to the two heroes.

Cinder was the first to jump off the building to locate and destroy some of the symbiotes and pods they were hatching from. But before Spider-Man could follow her, he stops in his tracks for a bit and turns back to Moon Knight, "Moon Knight, can I ask you a question?"

"What do you want me to answer?" He replied as Peter walks towards him.

"How does one control and master both their inner light and darkness?" Spidey asked, still wanting to know how to control the light and dark side of himself and his powers.

"You want to find a way to control your symbiote?" Moon Knight believes that is the reason he's asking.

"No, it's not that. The symbiote simply enhances my powers. All aspects of them. I just want to know how to control my own, pure darkness." Spidey explained to him.

"I see. Let me speak to Khonshu if he knows anything." Moon Knight replied, finally understanding.

"O-kay." Spidey said, giving Moony a weird look, thinking he's crazy for talking to a non-existent moon god, but considering the world he lives in, is it that far-fetch something like that exist.

Moon Knight closes his eyes and meditates while standing up, speaking to the spirit of vengeance for the answers to Peter's problem. Peter stands there for a moment, not knowing and already bored on what to do next, until the crazy lunar knight breaks off his telepathic communication with his god.

 **BGM-Sonic Riders: Zero Gravity OST-Event: The Divine Wings**

"I have spoken to Khonshu, and he has given me all the answers to your problem." Moon Knight said to Pete.

"Alright, let's hear them." Peter replied, sounding incredibly bored since he's still having a hard time accepting such a moon god even exist, and wonders just how crazy Moon Knight is for thinking one does.

"It is true that you possess a great deal of light and dark energy in you, the kind that is hard to control even for the strongest of men. If you want to reach your ultimate potential, you have to learn to balance yourself if you hope to access it." Moon Knight starts explaining things to Peter.

"Balance?" Spidey said, repeating what MK just said.

"You are a troubled child. On the outside, you are seen as a righteous hero with a unique sense of humor to both friend and foe. But behind that humorous façade, you are a wounded soul surrounded by the dark, malevolent forces accumulated over the years since birth."

"Don't have to be too literal about it." Spidey interrupted as MK continues.

"These unique emotions, combined with your unique powers, can certainly grant you new abilities if you learn to accept both."

"How do I do that?" Peter asked.

"You have already mastered your soul of light, but you haven't yet mastered the soul of darkness. You must allow that darkness to rise within you WITHOUT losing yourself." Moon Knight answered. "Darkness and light are a part of nature. They are the Yin and Yang that make up our world. No one is wholly good or evil, so to deny these feelings of anger, hate, and guilt is futile. To control the darkness, you must have a strong spiritual energy to tame it, while the light must have a strong physical energy to regulate it. Do not accept or reject one or the other. Allow both to find equilibrium with each other, then rise above them. Be as the sun AND the moon. They do not concern themselves with the good or evil transpiring below them. They simply _are_." He finished explaining the secrets of light and dark to Peter.

Spider-Man just stands there, completely motionless during that whole explanation about the light and darkness, and it wasn't until a minute later he started to blink his lenses a couple of times to return back to reality, "…Uh, okay…"

"The rest is up to you to understand, and prevail against the corruption of that symbiote you're wearing." Moon Knight told him.

"Uh, right. I'll try to figure it out. Hopefully." Peter replied before swinging away to find some symbiote pods to destroy, and hopefully Carnage, all while trying to understand if what Moon Knight said makes sense, and if they do, how can he control both and achieve Perfect Synchronization within his soul without losing himself to the corruption of his own darkness and the symbiote he's wearing.

 **BGM End**

* * *

 **Main Symbiote Hive**

 **BGM-Dragon Ball FighterZ OST-Evil**

At the infested symbiote hive located in a quiet section of Manhattan, the top commander, and the second leader behind this alien invasion, Venom, is seen standing in front of symbiote table, just like everything else at his home is made of symbiote goo. From his own 'dimensional aperture' that allows the symbiote to hold items without adding any additional mass, he puts on the table two ISO-8 crystals that was stored in this base. Next, with a creepy smile accompany his next plot, he pulls out a purple ISO Emerald he and his hive recently found hidden in the city. Using its mysterious power, the black menace enhances the power of the ISO-8 he collected, transforming each of them into a Genetic Memory E-ISO and a Quilled A-ISO, two very powerful ISO-8s that only the strongest of symbiotes could ever hope of using their power to the fullest, but Venom simply stores the two back into his symbiote, not even bothering to use their power. Why?

Before he could walk away, Venom senses someone with a powerful energy approaching the hive. The monster doesn't seem too shock though, actually judging from his grin, he immediately could tell who is approaching the base, and the power they are bringing with them. And just as he expected, it was the malevolent Symbiote Queen, Salem, returning back to the hive with four ISO Emeralds floating around her dark figure.

 ** _"_** ** _Ah, your back already. We didn't think you'd be coming back so soon. Were you feeling homesick?"_** Venom joked with his queen.

Salem lets out a small, amusing smile, "A little, yes. Although, once we convert this world into our utopia, then that feeling will be left moot, won't it?"

The dark beast of the symbiotes laughs a creepy, distorted cackle, **_"You got that right, sister!"_** He takes another look at the ISO Emeralds she collected from outside the dimensional dome surrounding the city, **_"We see you've recovered more of those cosmic gems."_**

"And I see you were successful in recovering one yourself." Salem notices the purple ISO Emerald in Venom's claws.

 ** _"_** ** _This rock was a lot harder to find than you could imagine. Apparently it was hidden at the deepest, integrate section in the sewer, surrounded by some tight security. Lost a lot of good symbiotes catching just this one."_** He tosses Salem the fifth ISO Emerald, leaving only two left to collect.

"I'll agree these stones were well hidden and troublesome to collect, for the normal human that is. For us, it's like taking candy from an in-secured baby." Salem expresses her superiority with a cocky smirk, deeming herself better than all life in the universe. "By the way, how's that special project I assigned you going along?" She asked Venom of some secret project they've apparently been working on for a while.

 ** _"_** ** _Hehe. Almost done. Thankfully, Electro managed to complete his task before we lost him, and now we have Vulture firming it to perfection until the ritual."_** Venom answered.

"That's excellent news to hear," Salem said while walking to her black throne to take a seat, "With all the pieces falling to play, taking over Earth and Remnant will be a breeze, and I might as well add Mobius into the equation. With those three, interfering worlds consumed, the rest of the multiverse will be ripe and easy for the taking, but for now baby steps. We don't want to get too overzealous now, do we? Now all that's left is the matter of Spider-Man completely submitting to our cause."

 ** _"_** ** _What is your plan with Parker, anyway?"_** Venom asked her about what she intends to do with Spider-Man. **_"If we recall, you had no intention on infecting him until he reabsorbed part of my symbiote. And there's the matter of the crazy power he unleashed earlier against Electro."_**

The Dark Queen chuckles, "Spider-Man, in this instance, is what I refer to as a 'happy accident'. Yes, we had no intention of converting him until he miraculously took back a part of the suit you now wear. My original plan was taking over the world with the Symbiote Grimm, but your battle with Spider-Man, along with the emergence of your awakened Semblance, gave me a better idea to control all the humans on this miserable rock and then some."

Venom sinisterly chuckle, **_"Humans, while primitive in almost every aspect, do have their uses. But that doesn't explain the power Parker released earlier. It's like his symbiote skyrocketed to new heights of energy when he was almost killed."_**

"That's easy to answer. Spider-Man is the only one that possess a Soul of Twilight." Salem told him.

 ** _"_** ** _Soul of Twilight? Yes. We remember you telling Parker the same thing before. What does that mean anyway?"_** Venom asked his master.

"In ancient Remnant lore, which I'm sure applies to this world as well, it is said when one possesses a Soul of Twilight, they have the chance of achieving the rare state called Perfect Synchronization." Salem replied to his second-in-command.

 ** _"_** ** _Perfect Synchronization? What's that?"_** Venom asked.

"A great realm of power not even gods could attain. In my world, the God of Light and the God of Darkness created humanity, giving them the choice of taking the path of light or the path of darkness. But, what if someone chose to walk both paths at the same time? They would inherit the benefits of both sides, making them stronger than the rest." Salem said.

 ** _"_** ** _And you honestly believe Parker is taking both paths at the same time?"_** Venom asked.

"We do, and a certain, stubborn man I once met shares my exact sentiments. I have been closely watching Mr. Parker for quite some time. He acts as the gentle light and the darkness of destruction at the same time. He actually reminds me so much of a younger Ozpin, but at the same time I see a younger me in him as well. Quite fascinating, I must say." Salem replied with a smile, repeatedly tossing up an emerald into the air as she talks.

 ** _"_** ** _Guess that somewhat explains what happened with his symbiote."_** Venom said.

"Yes, and with his symbiote slowly corrupting his light and darkness, activating his Perfect Synchro state in the process, I will soon possess the ultimate weapon under my complete control. A pawn with enough destructive force to destroy anyone that DARES challenge my rule, even the gods that would be foolish enough to oppose me." Salem said, picturing in her mind a fully corrupted Symbiote Spider-Man under her command, destroying everything and everyone she orders him to kill.

 ** _"_** ** _And what if you find the Spider a little…wild that not even a leash would keep him at bay?"_** Venom questions his queen on the possibility that Spider-Man might be too powerful for her to control in case he gets fully corrupted.

"It is but a simple matter of absorbing him in case he barks a little too much for my taste. His new found powers will do more wonders for me than it could ever do for him. And these ISO Emeralds, gemstones that can transform mere thoughts into unspeakable levels of power, which could also rival gods, will be MORE than enough to defeat him if it comes to that." Salem said while showing all five ISO Emeralds to Venom.

The symbiote menace chuckles, **_"Either way, Parker is doom and we have the whole world at the end. We like where this is going."_** He said before laughing manically while Salem watches in amusement.

 **BGM End**

But as the two merciless villains are busy enjoying their odds, someone was stupid enough to break their fun by causing a huge ruckus of total destruction in the entire hive, catching their attention when they hear their servants growl in pain and agony along with a laugh full of insane malice.

"What in the world is going on over there?" Salem asked, keeping her calm composure but does look a little angry in the face.

 ** _"_** ** _Wait…We sense who it is…Don't tell me…It's our annoying other."_** Venom recognized the perpetrator making a mess of their hive.

The gooey doors that leads to the throne room is kicked down, causing the white smoke from the outdoor fight to pour in so the intruder could make a dramatic entrance, leaping through the smoke and appearing right in front of Venom, **_"Hello, papa. Nice crib you're hanging in."_**

Venom snarls in anger at the red devil standing in front of him, **_"Carnage!"_**

 _"_ _So that's the symbiote they call Carnage, huh?"_ Salem said in her thoughts.

 ** _"_** ** _Daddy, why didn't you invite me to your home? If you did, I wouldn't have made such a big mess when I sensed you were hiding here."_** Carnage laughed.

Venom roars in fury, lunging at Carnage and the two symbiotes start fighting each other, **_"You shouldn't have come here, you unstable megalomaniac! This time we make sure you're dead!"_**

 ** _"_** ** _Bring it on, Grandpa!"_** Carnage taunted his 'father', turning his claws into an axe so he could fight Venom proper and kill him once and for all.

"THAT'S ENOUGH!" Salem shouted from her throne, getting the rivaling symbiotes to stop fighting and look at her.

 ** _"_** ** _Hey! You're not my mama, witchy! You don't tell me when enough's enough!"_** Carnage lunges at Salem with the senseless intent on killing her for interrupting his traditional feud with Venom. Salem, without moving a finger, creates an invisible barrier around her, and as Carnage was about to attack, he is sent flying across the room, wondering what the heck was that all about. **_"Ow,"_** He chuckled insanely, **_"That almost tickled. Betcha can't do it twice in a row."_**

"That's enough, Carnage. Tell me: Why are you here making short work of my children?" Salem asked him.

 ** _"_** ** _To look for my own child that's in desperate need of killing."_** Carnage answered, greatly surprising Salem, and a little rise from Venom, that the Pure Symbiote is still alive.

"The Pure Symbiote? The Symbiote God? It's still alive?" Salem asked with great shock overtaking her face.

 ** _"_** ** _Exactly, missy buddy."_** Carnage replied.

Salem angrily turns and gives Venom the red glare of death, "I thought you said that Symbiote was destroyed?"

 ** _"_** ** _If you saw the massive crater I found Carnage lazily lying in after that explosion, you too would think it was dead,"_** Venom replied back to his master the full 'truth', ** _"And it's not like I could sense its presence to confirm it was alive or not. If it is, then that means a Pure Symbiote can't be so easily detected, especially with this one being the first god of our race."_**

 ** _"_** ** _I can vouch for that. It may be my child, but I can't seem to sense its current presence."_** Carnage backed up his father, as much as it pains him inside.

"So where is the blasted thing anyway? It must have bonded to an unexpecting host by now. We need to destroy it before it could fully grow to a problem." Salem asked the two on where the Pure Symbiote could be hiding at.

 ** _"_** ** _I think that girl I fought must be its host."_** Carnage told them.

"Girl?" Salem wonders who he is talking about.

Carnage laughed an insane one again, **_"Yeah. She likes to dress all red and could give a mean fire bath if you know what I mean."_**

"Cinder?! You mean Cinder is the host of the Pure Symbiote?!" Salem asked in quite shock.

 ** _"_** ** _That's her name? Shouldn't she have called herself a poor man's version of Cinderella?"_** Carnage joked.

"Venom, we explicitly remember telling you to dispose of Cinder when you next spot her. How come she's still alive? It shouldn't be too hard to dispose of such trash." Salem asked the black symbiote, slowly starting to get fed up with his recent failures.

 ** _"_** ** _Hmph. You of all people should know how stubborn that woman is when it comes to death. And if you deemed her such a threat, you should've eliminated her LONG ago when you clearly had the chance."_** Venom replied, staying calm and collected as he basically told Salem, his queen, to just shut up and accept her own failure.

The Symbiote Queen growled at her servant but doesn't say anything to retort back, "In any case, I believe I have the perfect opportunity for you to make up your recent failures." She lifts up an ISO Emerald to the air and cause it to glow a bright light.

 ** _"_** ** _Oooo, shiny."_** Carnage commented.

"I can sense the sixth ISO Emerald hidden underneath Stark Industries, with the human resistance rallied up on the surface. This is the perfect time to kill four birds with one stone: retrieving the emerald, destroying the human's last line of defense, killing Cinder and the slimy god she has crawling through her blood. It must be destroyed before she could awaken its power. And to accomplish this task, we need your help, Carnage." Salem said to the red symbiote.

 ** _"_** ** _What?!"_** Venom exclaimed.

 ** _"_** ** _I have to work with daddy and his stinkin' crew?! No thanks! I rather destroy my daughter and the humans myself!"_** Carnage replied to the queen of the symbiotes.

"Come now, Carnage, and join our revolution," Salem uses her powers over her hive to temporarily consume Carnage while he's off guard, and a quick moment later, he's released with a brand new look, having much thicker black veins coursing through the outside of his red, slimy body, appearing a little taller and sprouting bony protrusions from his shoulders, claws, and feet. "Look at the power I gave you, your very own, unique G-Symbiote, different from ours, expelled from our hive mind. You now have better control over your choices and the life you want to live. This is my gift to you, if only you help us on this occasion."

 ** _"_** ** _Oooo, I'm liking the power you gave me, lady,"_** Carnage said while getting a good feel over his enhanced symbiote, being much stronger now than he was before, **_"Fine. I'll join this washed-up group, but only for a little while. Once my child is dead, I'll be glad to test my new abilities onto you, Venom, and this entire world! Maximum Carnage for everyone!"_**

"I'm glad you've chosen the right path. While Venom leads a small team below ground to secure the ISO Emerald, you, Carnage, will try your best to _at least_ distract the resistance long enough so Venom could retrieve the gem." Salem said to her new recruit.

 ** _"_** ** _Pheh! Forget 'at least'! I'm gonna tear that entire building to smithereens while leaving a plethora of corpses lying down on the pavement!"_** Carnage said with great enthusiasm.

"That's the spirit I like to see." Salem said with a smile.

 ** _"_** ** _Carnage, son. I never thought I'd say this, but…it's about time you made a temporary, VERY temporary alliance with your old man."_** Venom said while shaking his son's claws with his own.

 ** _"_** ** _Awww. I look forward to stabbing your abdomens once this is all over."_** Carnage said while still shaking his daddy's hands.

 ** _"_** ** _And I look forward in eating your head off once the humans have been dealt with."_** Venom said while reeling back his hands, with both symbiotes sharing a good, malicious laugh of doom inside their hive, with Salem watching the 'cute' father/son reunion with a small, nasty looking smirk.

* * *

 **BGM- Spider-Man: The Animated Series OST (1994)- Ending Theme**

 **Spider-Man: Sup, I'm Spider-Man. Our resistance base is under attack by a whole army of symbiotes. And what's worse, they're being led by that mad man Carnage.**

 **Carnage:** ** _Ahahaha! I look forward in making you bleed, Spider-Man, but first I must kill my favorite, new-born daughter._**

 **Spider-Man: You were pregnant and gave birth? I don't even want to imagine how that worked out. But who's this 'so-called' daughter any way, icky Vicky?**

 **Cinder: Uh, Spider-Man, I'm starting to feel…** ** _different._**

 **Next time on Spider-Man and Cinder: Flaming Web of Light and Shadow-**

 ** _Birth! The Symbiote God: Toxin_**

 **Cinder: I've had what inside of me this entire time?!**

* * *

 **KFX here: First off, shout outs to "Lightspeed52". He's the talented follower who created that well-designed cover art for this story. If you want, check his new Deviantart page, "Lightspeed5260" to get a better look at the picture. Again, amazing job, buddy. Would like to see more character art in the future like this.**

 **Anyways, next chapter, the moment most of you been waiting for, Cinder is gonna unlock her symbiote form, the rarely awakened Pure Symbiote, the power of a Symbiote God, and yes, it will be called Toxin. Get ready to learn all of her abilities and then some next chapter, and expect her to be PRETTY overpowered.**


	16. Issue 15: Birth! The Symbiote God: Toxin

_Issue 15: Birth! The Symbiote God: Toxin_

 **Remnant, Beacon Academy**

 **BGM-Dragon Ball Xenoverse OST- Cutscene: Theme of Towa**

Inside the office of Beacon's Headmaster, Ozpin, on top of his very large tower, he, Professor Goodwitch, and General Ironwood are in the middle of a small conversation. It's really nothing to important, just general stuff to pass the time until Madame Web could come back to inform them more of what's going on back at Earth. And just in time, the old spider, mystic lady arrives back at the room in her strange chair with the Web of Life and Destiny seen behind it.

"Madame Web." Ozpin and his fellow friends take notice of her showing.

"Just like I promised. I've come back to inform you all on the current situation going on Earth." She said.

"We should wait for the students to arrive first before we could begin." Glynda said to the lady.

"There's no need. They've already arrived." Madame Web proclaimed with a smile, using her psychic powers to know that the other students are already taking the elevator up to the office.

And right on que, the elevator doors open to reveal Team RWBY walking out, as well as their other companions, Team JNPR. "We're here. We've made it just in time." Ruby said to the adults in the room.

"Hey, Madame Web. You don't mind if me and my team tagged along, do you?" The leader of Team JNPR, Jaune Arc, asked Cassandra if they could stay and learn more about the New York alien invasion.

"Not at all, Mr. Arc." Cassandra said with a warm smile.

"So what's the current status of New York at the moment?" Pyrrha asked her.

With the power of the Great Web, Madame Web shows her Remnant allies an image in the middle of the room, depicting the changed New York filled with symbiote goo and strange purple crystals all across the city, along with millions of terrifying symbiote soldiers roaming around, killing or converting the remaining humans left in the warzone, leaving the Remnant heroes a bit shocked and horrified of how grim the once beautiful city of New York is turning into.

"As you can see, New York has seen better days. It won't be long now until the entire city is converted into the natural habitat for all symbiotes." Madame Web told them.

"Gosh. This is horrifying. Soon there won't be any humans left in the city if this madness continues." Weiss commented.

"How's the resistance doing?" Jaune asked the protective lady of the Web.

"S.H.I.E.L.D. and the remaining heroes are doing the best they can to save as many lives as possible while driving off the symbiotes until the Tinkerer is finished with his super weapon." Madame Web responded to his question.

"And what about Peter? Has he mastered this 'Perfect Synchro' state yet?" Ren asked her.

"Spider-Man has started to grasp the secrets of his light and dark. The only things he must learn now are the ancient arts of acceptance and forgiveness, then, and only then, he can move on with a clean slate of unrivalled power, but I'm fearing that might be his most difficult task yet." Madame Web answered to everyone.

"How come?" Nora asked.

Cassandra shows them another image, this one depicting Spider-Man's earlier battle with the Symbiote Electro as he and his symbiote was bombarded with lethal lightning strikes coming from the Super Symbiote. Peter's friends notice a little change coming over his G-Symbiote as it starts to change their favorite hero/friend from the inside out. "Just a while ago, Peter's symbiote has evolved to the point that it has completely taken over the dark half of his soul, causing his inner rage to surface and transform into this beast," She said as they observe and are frightened over Spider-Man's dark-raged transformation with his symbiote, unleashing bursts of immoral, demonic roars to the sky, and they could do nothing but helplessly watch as Rage-Mode Spidey make brutalized mincemeat of Symbiote Electro with his blinding speed and devastating dark blasts of destruction.

"Soon his light side will be corrupted by the symbiote's influence, turning him into a dark weapon of complete and total destruction and chaos if care isn't taken care of." Madame Web finished explaining the current battle Peter is facing off within himself.

"What destructive power..." Ironwood commented while watching the repeated clip of the fight with a winced face, visibly showing how afraid he is from this Dark Spider-Man.

"Is this really the same Peter?" Blake questions, carefully staring at the carnage his friend is creating while briefly being under the control of the symbiote.

"I take back what I said about his black suit looking sexy. That thing is turning him into a monster." Yang said.

Ruby growled in anger after seeing what that Grimm/Symbiote Hybrid is doing to the friend she thinks of as an older brother, "Darn you, Venom and Salem, making our friend suffer like this."

 **BGM End**

"Speaking of Salem, where is she? Just WHAT is she truly planning, because I have a good feeling we haven't seen the worst of her sinister plot yet." Ozpin asked the group of heroes and old mystic.

"I wish I knew the answer to that, Ozpin. That symbiote of hers, combined with the dark magic her powers come from, makes it almost impossible for me to track her current presence down to a tea. However, I can still faintly sense that her energy is growing at an extraordinary, and an alarming rate. Her power…is nearly godlike." Madame Web told them.

 **BGM-Dragon Ball Xenoverse OST- Song 27**

Everyone in the office were completely stunned from what they just heard, with Glynda being the first to speak, "G-Godlike…"

"She was never that powerful before. This is certainly a problem indeed." Ozpin commented, with little sweats producing from his forehead.

"B-But we shouldn't worry, right," Jaune, trying his best not to sound scared out of his mind, starts talking to the rest, "I mean, Spider-Man also has the power of a god. We shouldn't be worried." He nervously laughed.

"Peter's godlike powers are currently unavailable to him, as his Other is trying his best to repress the rampaging corruption of his symbiote. So until it is off, Spider-Man doesn't stand a chance against her newfound might." Webb countered, making this grim situation even worse than it already is.

Weiss grunted, "How did she get so powerful in such a short amount of time? Is it that ISO-8 reactive she has with her?"

"The GS ISO-8 she tampered with? It certainly played a part, but I feel there's an even greater power she has in her possession. What it is I could not tell. Our only hope now relies on Spider-Man mastering Perfect Synchro, as well as his reluctant partner, Cinder Fall." Madame Web shows the group a holographic clip of Spider-Man and Cinder teaming up to take down a few Vulturelings and Symbiote Nevermores flying all across the skies of Manhattan.

"Uh, I still don't trust that woman. She's the reason most of this happened in the first place." Pyrrha said, giving the mean glare while watching Cinder fighting alongside Peter back on Earth.

" _And_ she's doing her part to fix it," Ruby added to Pyrrha's untrusting statement about her, "This isn't the same Cinder that killed you in that alternate timeline Goblin said to you or whatever. She's changed…for the most part, I think."

"Ruby's right," Madame Web spoke up from the side, "Spider-Man wouldn't put too much trust in her if she didn't have the potential of doing some good, despite what she likes to say about not interested in heroics. These two are our universes' strongest pair of rivals. And when two fierce rivals work together, they can accomplish anything." She said, with them seeing Spidey and Cinder fist pumping one another from the astral projection before heading off. "Now how about we stay a few and see what shenanigans these two troublemakers will find themselves into this time?" She said. Everyone agrees and continues to watch from the magic projection of what sort of trouble those two rivals will find.

 **BGM End**

* * *

 **Infested Manhattan**

Back on Earth, inside the dimensional area where New York is trapped inside with the streets and walls filled with symbiotes at every corner, the rivaling duo make it back to meet with Moon Knight on a rooftop to inform him of their completed mission destroying the flying symbiotes and the pods they hatched up from.

"This area has been cleared of the infestation. Good work." Moon Knight congratulate the two on a job well done of clearing those flying alien rodents.

"Thanks, but unfortunately there was no sign of Carnage anywhere." Cinder told the white protector, as they were all on the lookout for that mass-murderer who has been killing both humans and symbiotes alike, because he is just that crazy.

"I'm sure he'll rear his ugly smile sooner or later. For now, let's head back to S.H.I.E.L.D. to see if Black Widow or Winter needs help on anything." Spider-Man replied to Cinder.

The red dressed woman nods in agreement as they start to head back to Stark Industries via Spidey's web swinging, but then she starts complaining, "To be honest, I'm really getting sick of using you as an air taxi. Your armpits stink. Why can't I web swing on my own?"

"Because you don't have awesome spider powers like _moi_." Spider-Man said as Cinder holds on tight to his back.

"Yeah. True, true." Cinder said as the two start heading back to the resistance base, with neither of them noticing a tiny, red piece of a strange symbiote temporarily wiggling out from Cinder's neck. She smacks the unexpecting tentacle, thinking it was a fly or something. She takes a look at her hand to find no fly or anything on her palm, leaving her suspicious for a bit before leaving it be.

* * *

 **S.H.I.E.L.D. Safezone**

 **BGM-Dragon Ball Xenoverse OST-Song 27**

At Stark Industries, the Crimson Blue duo walk into the main building of the facility, passing by numerous patients who have been attacked by the symbiotes and are currently being treated by S.H.I.E.L.D. doctors. They stop walking when they spot llia and a recovered Mercury from across the hall.

"Sup, Mercie. Nice to see you're okay." Spider-Man said, happy to see the gray-haired teen looking okay. Even though they are, not-as-tense, enemies, Peter doesn't want to see a guy like him suffering in great pain, especially after he was eaten by Venom and popped out as a symbiote.

"And I'm glad I wasn't completely devoured by that two-legged ink monster or still walking around in that gooey tuxedo. Seriously, thanks for saving my skin from that goop, you guys." Mercury replied, thanking Spidey and Cinder for saving his life.

"Hmph. It's not like I had any choice. I don't have the time or the patience to find a more suitable replacement for your pathetic hide." Cinder said, remaining stoic and serious to hide the fact she really does care for his well-being.

"That's the nicest thing you said to me, boss. You really have changed." Mercury teased her, which causes Cinder to silently growl at her associate.

"How're your new legs?" Spidey asked his gray-colored friend.

"Sturdier than the old ones, I can say that. But I wouldn't be surprised if they installed a tracking chip to follow my every movement." Merc said while stretching his legs.

"There's a 95% chance they did. S.H.I.E.L.D.'s paranoid like that. So do you have any idea where your emerald-headed girl is at? " Spidey replied.

Mercury shakes his head, "No. I don't remember a darn thing after Venom ate me, so I have no idea where Emerald is goofy off around here."

"Do you at least remember anything about where Venom and Salem are hiding? What their true plans are?" Cinder asked her disciple.

Mercury takes a moment to recollect any thoughts he might've preserved after being separate from his symbiote, "Nada. My memories still a blur. The only thing I could barely remember was that I was sent to find more of those ISO whatever."

"The ISO-8." Llia spoke up.

"Doesn't that walking witch goop know that collecting cosmic rocks from space that contain absurd amounts of power is _bad_ for one's health? As if her skin wasn't dry enough." Spidey joked.

"What sort of plans does Salem have with more ISO-8?" Cinder ponders this question, trying her best to guess her former master's plan.

"Maybe it involves this 'ritual' she has planned." Llia guessed.

"Hmm. Maybe. Just wished I knew more of what this 'so-called' ritual is." Cinder replied.

"All we know it's going to involve destroying humanity, and I'm not going to accept free tickets for a front-view seat of the end. For now let's focus on saving as many civilians as we can until the Tinkerer's weapon is done. That should be easy enough right?" Spidey asked.

 **BGM End**

Believing it is time to mess with Peter again, the luck gods made sure his abysmal Parker Luck would go full force once more. From outside the building, a huge explosion is heard, gathering the heroes' attention. "I really need to shut up every once and a while," Spidey said as the four of them run out the entrance doors of the building.

When they got outside, they see an army of S.H.I.E.L.D. agents gathering their guns and hopping on their A.P.C. to take care of the incoming horde of symbiote invaders entering their safezone.

"Symbiotes are breaking through our shields." Cinder noticed a pair of White Zombie Symbiotes tampering with the electric barriers' controls.

"Spider-Man! Over here!" Commander Winter calls out to Spider-Man and his team. They all run towards the source of her voice to meet with the elder Schnee commander. "We're gonna need your help on this one. Follow me." She directs the team to meet up with Black Widow, who is in the middle of ordering around a respective agent.

"Get the engineers back on those barriers! Tell the pilots on standby to grab a rifle and deploy on the line! If we fail here, there's no retreat!" Widow saluted her fellow officer before she turns to other S.H.I.E.L.D. agents waiting for her command, with Spidey's team and Winter standing beside her, "I want EVERY man who can fire a gun to limb, crawl, or DRAG themselves out here to HOLD THIS LINE! S.H.I.E.L.D. is the last defense for ALL of Manhattan! Maybe for the entire WORLD! Stand ready!" That little speech definitely did some justice in encouraging the agents to hold the fort and protect this safezone at all cost, getting them all pumped up for the upcoming scuffle.

"Wow…" Spidey is pretty impressed that the Russian agent/Avenger gave a decent speech, but Cinder next to him simply shrugs thinking it wasn't all that great.

"That goes for you too!" Widow points to Spidey's team.

"Seriously?!" Mercury complained.

"Stop complaining, hotshot." Winter told him before she goes full on briefing mode, "The three gates are the most critical point of our defense." She pointed the team to the electric gates surrounding the safezone, but they see even more symbiotes breaching through when one of them got shut off.

"Damn it! They're attacking the gate emitters! Spider-Man, you and your team take them out before they could destroy it!" Black Widow ordered Team Spidey.

"Y-Yes ma'am!" Everyone but Cinder gave a nervous salute towards the strict Russian before heading off to their mission.

 **BGM-Spider-Man: Web of Shadows OST-S.H.I.E.L.D. (Red Suit Ver. 1)**

The Symbiote army, composed of a number of different variations of those icky ink-crawlers, are already decimating the S.H.I.E.L.D. troops that're protecting the electric gates powering their defenses. With those worthless humans distracted and slaughtered, the slow-walking white symbiotes continue to tamper and interfere with the gate's system, opening one access route inside the compound.

"Nuh-uh-uh. May I see your ticket before you enter?" Spidey quipped while hopping off the hacking symbiote. He attaches a web strand to another symbiote and bounce from that one too, landing behind a small group of Snatchers and Beringel, "If anyone wish to enter, please let me punch you in the face," quipping while punching the monsters directly in the face as promised.

Our favorite, laid back, kick-boxing Mercury is spinning around his sharp feet to cut these pathetic goop monsters down to a black mess on the ground, "This is too easy," He said before sweep kicking a Slasher, then delivering a vertical kick to its squishy jaw, causing the poor thing to blow up, splattering symbiote 'blood' all over his clothes, "And too disgusting." He said feeling icky.

Llia is over at the corner of the safezone's gates assisting the S.H.I.E.L.D. agents over there with their little alien intrusion, slicing and whipping the incoming symbiotes with her super effective electric whip. Some of the weaker symbiotes are too terrified to take another step when staring down at their one weakness while the stronger aliens rush forward to get zapped by the faunus' strong weapon. "You guys should've stayed back like the others instead of foolishly messing with me." She said with a smirk.

Another Symbiote Slasher is approaching one of the gate's controls, only to be stabbed in the back by Cinder's flame sword. She quickly turns around and starts comboing the Beowolf that was coming for her hide until it dissipates. The amazingly acrobatic lady spin back flips into the air, shooting numerous fire balls to the lower minions before dynamically landing like a flaming phoenix, slowly melting the surrounding symbiotes and finishes them off by conjuring a huge sword and releasing a wide-ranged spin sword attack, cutting off all their heads. "Is that all? I'm just getting warmed up." She taunted.

Thanks to the heroes, the counterattack against the symbiote invaders have never been so fulfilling, with the S.H.I.E.L.D. soldiers able to fend off a good chunk of those rotten space worms from entering the safezone, but more just keep on coming anyway. "Perimeter breached! Hold your ground!" A S.H.I.E.L.D. agent orders his fellow comrades as they continue to defend their home base.

They keep shooting and shooting at all the zombie-like symbiotes, as well as those infected Grimm, pouring everything they have to those outworlders and continue to be successful. But just when they think it was getting easier, it wasn't. The invading symbiotes, as well as the heroes, mysteriously stop in place and turn around when they see something red, bulky, and very ugly leaping from rooftop to rooftop and then land right beside its fellow alien brothers. This new, more powerful symbiote is called a Symbiote Berserker, and just like the rest of its brethren, it has no eyes and likes to roar a lot when its signaling to attack. It, and a couple more of those red Berserkers start to rampage through the barricade, ramming through the human soldiers like they were plastic and heads towards the main gate of Stark Tower.

"Spider-Man! The barricade has been breached by those red monsters! Destroy them before they could destroy Stark Tower!" Black Widow ordered our hero as she and Winter have their hands full in taking on a couple Death Stalkers.

"Not Stark Tower. I think I left my mp3 player in there. Let's go, Mercie ol' pal." Spidey joked.

"Got it, Spidey bug." Mercury replied. The two teenagers quickly head towards the entrance doors that are being ransacked by the red Berserkers, "Are you guys so dumb that you don't know how to open a door?" He ambushed a Berserker by literally kicking its butt and knocking it to the ground, "Well that does make sense when you have slime for brains." He quipped before knocking out two more of those big guys with a couple of kicks to the face and chest.

Spider-Man uses his classic Spider-Fu to easily dispatch a few symbiotes in less than a second with his outstanding speed, but some of them managed to survive and get right back up on their feet, roaring at Spider-Man for almost killing them. "Damn, these new slime balls are becoming more of a pain to take down. They're as stubborn as the Hulk," He fires a web ball to close off a Berserker's face, distracting it for a knee-cap punch attack, "But thankfully just as dumb. Maybe even dumber." He said.

More and more symbiotes just keep coming and coming to destroy the last line of defense for all of humanity. Mercury takes a quick jump to the air and fires numerous gun shots from his spinning feet of fury to hopefully the reinforcements surrounding his self. He takes a quick second to look at one of the dead Berserkers and gets a strange and disturbing feeling, "Why does this thing look so familiar? And why does its color scheme give me the strange case of PTSD?" He asked himself.

 **BGM End**

Right outside the main gates, a group of three S.H.I.E.L.D. troops continue to shoot down more and more of the incoming swarm. "Yee-haw! That's right, little doggies! Have a full frontal face of electric plasma," One of the blue-armored agents quipped, using his energy rifle and headshotting some of the Snatchers, fist bumping every time he gets a direct shot. Unbeknownst to this cocky cowboy, a medium sized goop of red slime crawls through the surface of the battle zone and towards this agent with an old western accent. As it gets closer to its target, it quickly attaches to his feet, getting passed the man's armor and starts to take over him from the inside, creepily laughing unlike other symbiotes.

"AHHHH! IT'S ON ME! IT'S ON ME!" The S.H.I.E.L.D. agent screams out in horror and pain as he could feel that red symbiote trying to take over his body, but it's not trying to take over his body, instead causing its host to pucker up like a balloon, scaring his fellow officers when they see numerous red tentacles pop out from the dude's armor and skin, causing him to bleed extensively before blowing up, splattering red blood all across the men and the floor, with that same red goop falling down to the ground.

 **BGM-Dragon Ball Z: Battle of Z OST-Track 05**

With the soldiers stunned from that gruesome explosion, the red slime slowly starts to take a familiar, crazed looking form that has psychotic looking white eyes, sporting a sickening red-and-black body of skin, and a large, demon-like mouth with small, black teeth. _**"You should run while you have the chance,"**_ The red symbiote monster starts crazily laughing, decimating the officers with his body tentacles before turning his attention to more humans to stab and murder for his enjoyment.

"What is that thing?!" Winter shouted at Black Widow while looking in horror of the living red goop ruthlessly slaughtering all of the S.H.I.E.L.D. agents in a vain attempt in halting his process, but nothing they do could even slow the monster down before they could receive a headcut.

"That's the dangerous criminal, Cletus Kasady, also known as the super-villain, Carnage that broke out of Ravencroft a while back!" Natasha hurriedly replied to the Schnee, especially when they notice Carnage has them in his deadly sights.

" _ **My, my. I had no idea my reputation preceded me to such fine and delicious women to slaughter,"**_ Carnage laughed again, forming a symbiote axe to fight against the combined might of Winter and Black Widow, but even their best techniques and power severely PALES in comparison to a powered up G-Symbiote, who was already strong enough in taking on both Spider-Man AND Venom numerous times before. Widow comes rushing in with her electric shock batons to fight against the mass murderer, _**"Haven't you heard never to bring batons to a symbiote fight, missy,"**_ Carnage uses his red, tendril webbing to tie up her hands and legs to prevent the Russian spy from moving, leaving her open to get kicked across the yard like a soccer ball. Winter uses her Semblance to summon three ice-like King Taijitu to fight her intense battle with Carnage, but even that wasn't enough when the serial killer powers up his blades with demonic energy thanks to his G-Symbiote and easily slices up the heads of the snakes before leaving a huge mark on Winter's chest, causing her to bleed out while her opponent laughs at her expense.

* * *

 **Remnant, Beacon Academy**

Madame Web and the other Remnant folk with her watch in horror as they observe Carnage effortlessly beating down two of the strongest women they know from the projection Cassandra put up for them.

"Winter," Weiss shouted, scared for her older sister getting beaten by the red killer, "She's getting pummeled by that Carnage freak!"

"I've never seen anyone beat her so easily besides Goblin almost a year ago." Ironwood said, looking a little worried for his number-one specialist in Atlas.

"From what Spider-Man told me, Carnage is so strong that he could easily beat both him AND Venom at the same time." Blake told her friends and professors.

"Unbelievable," Glynda's face turns into shock, "To think there's a monster that would force Spider-Man to work with his arch-rival and STILL be outmatched."

"And now Carnage is even more powerful than before with his symbiote enhanced thanks to Salem." Madame Web said.

Jaune growled, clenching his fist in rage for feeling so helpless in this fight, "Darn it. I hate standing here doing absolutely nothing."

"Calm down, Mr. Arc. Not all is lost yet. Carnage has been beaten before, and he can still be beaten." Madame Web calmed the blond teenager down, resuming their attention back to the fight at Stark Industries.

 **BGM End**

* * *

 **Stark Industries**

 **BGM-Spider-Man: Shattered Dimensions OST-Vs. Carnage-Trail of Blood**

Despite heavily injured in the fight, Black Widow and Winter are still determined to fight against the seemingly-invincible Carnage. _**"My, aren't we in-hospitable,"**_ Carnage ties up the strong women with his extremely strong webbing so they won't break free in time from being murdered by the insane psychopath.

"I'll show you in-hospitable," Spider-Man swings in to kick the mad killer away from his favorite special agents.

" _ **Well, if it isn't our friendly neighborhood Bed-Bug. I've been looking forward in trashing your style for good, man."**_ Carnage cackled again, throwing tendril-like knives from his fingertips to attack the wall-crawler, warning the hero to flip away from the danger when he saw it.

"If you wanted to chat, you should've just called like every other _sane_ person, but I guess that's too hard for a simple psychopath like you," Spidey shoots a strand of webbing at a broken lamppost to throw at Carnage, but that attack barely knocked him over. The Red Slayer morphs his hands to energy spiked balls and proceeds to clash with the dancing spider. _"I don't know how, but Carnage has gotten much stronger since last time, and something about his symbiote is different from before,"_ Spidey said in his thoughts, doing his best in dodging Carnage's attacks, _"Could he have gotten a G-Symbiote too?"_

Spotting an opening, Spidey delivers a hard kick to the mad symbiote's stomach, dazing him so he could get some breathing room to talk, "This is unusual of you, Kasady. I would've never expected you to work with your dear, old dad and his infinite-year old inter-dimensional aunt in this invasion."

" _ **This alliance is only temporary. Once I've killed you and my daughter, I'm coming after the old man and oldbag myself."**_ Carnage revealed, releasing a long, horizontalaxe swipe that almost cut Peter's legs if he didn't jump away in time.

"You have a kid? Now I feel sorry for the old sap that had a one-night stand with you," Spidey joked, firing a web barrage at Carnage, but his symbiote absorbs his webbing like they were nothing.

" _ **I never wanted the brat! Just thinking about giving birth to my superior is sickening,"**_ Carnage sounded really angry when he said that while attacking the Spider with his frantic blades.

"So where's this 'daughter' of yours, anyways?" Spidey asked the mad killer.

" _ **She's somewhere here and that's all you're going to learn before you're eviscerated!"**_ Carnage replied violently.

"Really, 'cause last time I checked, we don't have newborns who were born from psychotic alien serial killers." The bug-man replied with a witty remark, which starts to get on Carnage's icky nerves.

" _ **Keep joking, bug-man! You won't be quipping for long once I've ripped your mouth from your very face and chew it up like bubble gum."**_

"Now that's just disgusting." Peter stands in place when he sees Carnage's eyes turn yellow and proceeds to power up a dark red aura that cloaks his entire, symbiote body. "An aura?! If he has an aura, then that means…," Strange, zombie-like murmurs interrupt Peter and gets his attention, turning around to see the dead S.H.I.E.L.D. agents that Carnage and his alien cronies killed earlier reanimate themselves and mutate into lesser, feral versions of the mad killer. "Reanimation? Carnage never had that kind of power before. His new Semblance must allow him to bring the dead back to life! I mean it's not like we were dealing with zombie symbiotes already or anything," He said while fighting against the risen dead S.H.I.E.L.D. cops.

Even with all his spider skills, not even Spider-Man could take on Symbiote Zombies AND Carnage at the same time. He kicks and swings a punch to a couple of zombies, only to get punched himself by Carnage's extended fist, who laughs at his enemy's weakened expense. _"As if fighting a normal Carnage wasn't bad enough that I had to work with Venom to barely even the odds. How can I fight a monster who got his powers enhanced and could summon the dead? As much as I want to, I can't risk using my symbiote again without it trying to take control of me like last time. Think, Spidey, think. We'll lose our only base to these monsters if I don't do something soon."_

He sees Carnage and his undead symbiote army coming for him. He gets up on his feet, determined to fight until the end even when all seems hopeless. Thankfully, he doesn't have to do this alone, as a familiar flame spear is thrown directly towards Carnage's skull, but that doesn't bother him in the slightest.

"Spider-Man. You alright?" Cinder runs up to check on Spidey, with llia and Mercury joining in on the fun of taking out the undead.

"I am now that you're here." Spidey replied, getting a little smile from his red-dressed comrade.

"C'mon. We're not done yet." She said. The dynamic red duo joins with their friends in battling Carnage along with his zombie men.

While Peter fights against the zombies, Mercury is in lockdown with his attempted murderer. _**"Hey, man. I remember you. I sliced up your robot leg that one day. Want me to do it again along with your other limbs,"**_ He violently asked with a psychotic laugh.

"Not in your life!" Mercury backflip kicks Carnage in the face, landing back on the ground before immediately delivering a lightning fast kick to the alien menace.

That kick was powerful enough to launch the alien close to where, luckily, Cinder is fighting against some symbiotes, the one he's been looking for. _**"Ah, if it isn't infernal daughter. I see you've grown nice and strong in that host body."**_ He said to Cinder.

She gives him a confused look, "What did you just say," before getting knocked back by Carnage's tendrils, but luckily she putted up her blades to defend herself from the onslaught.

" _ **It's as I feared. Your power is growing stronger exponentially by the second. I must dispose of you quickly before you fully manifest."**_ He starts walking towards Cinder with the murderous intent in his eyes, but his eyes didn't save him from being whipped from behind by an electric whip. _**"Who's there? I need to see the figure of my next victim."**_ He asked when turning around, but finds no one standing there. He gets whipped again from the behind, which causes his symbiote to screech in pain from the invisible electric swipes.

While fighting the symbiote zombies, Peter notices Carnage is confused and attacked by an invisible person, immediately guessing who the attacker is, "Keep it up, llia! Don't let up!"

" _ **So, we have an invisible person messing up my premium onslaught,"**_ Carnage jumped out of the next whip attack just in time, _**"Well listen hear, inviso bill. You're not the only one who can turn invisible."**_ Kasady uses his symbiote to camouflage himself, completely disappearing from plain sight before llia could sneak attack him again.

"Hey! Where did he go?!" llia asked while still camouflaged. Just hearing her voice gave Carnage the chance to sneak attack HER from the back with a heavy axe swipe to her back, knocking her to the ground hard enough for her camouflage to turn off unconsciously.

"Llia!" Both Spidey, and Blake watching from Remnant, shout out her name.

The Red Slayer turns off his camo mode and reappears standing ominously in front of llia's weakened state. _**"Now I wonder. If ol' papa could turn others into symbiotes, then why can't I,"**_ He shoots out numerous red tendril goop all around the faunus, infecting her with his own symbiote.

 **BGM End**

Spider-Man is surrounded by the undead symbiotes, but he sees llia getting infected by Carnage's symbiote and has to take action quickly before he loses her. With a sudden burst of strength, Peter managed to knock away enough symbiote to give him a chance to save her. "NOOOOO!" He quickly leaped to her stead, hoping there's still time to stop Carnage, but it was too late.

 **BGM-Spider-Man 3 Game OST-Black Suit Theme #1**

Suddenly, a red-and-brown symbiote tail grabs him by the waist and slams him to the ground. He looks up to see Ilia, completely transformed into a symbiote, complete with slimy skin and no eyes while possessing the signature venomous tongue that's licking Spidey's mask. Her appearance also changed to have more visible characteristics of an actual chameleon.

"Damn it! She's been infected!" Cinder said while fighting some symbiotes on her own.

Carnage laughs while standing behind his new, best pet, _**"Now your friend is my friend. Think of the damage we could cause together, man!"**_ He laughed again.

Peter summoned the strength to kick the Symbiote-possessed Ilia away so he could stand up correctly and intensely glare at Carnage, "Carnage, you monster! How DARE you do this to my friend! I'll make sure you pay for this, you heartless bastard!" Blinded by rage, Peter leaps above Carnage for an attack.

" _ **Uh, no."**_ Carnage nonchalantly knocks Spidey away with a symbiote fist to the chest. Spidey crashes down to the ground but still gets up to fight. _**"Now, my new pet, I want you to violently slaughter the bug and his whiny, gray-haired friend from the face of the Earth…"**_ He ordered his Symbiote humanoid pet.

"Heeeey. How am I 'whiny'?" Mercury complained.

" _ **While I attend to some 'family' business."**_ Carnage finished before he was interrupted by the whiny teenager.

" _ **Of course."**_ Symbiote Ilia responded with a distorted, monstrous version of her usual voice, prompting Carnage to head off and fight against Cinder while she turns her slimy attention towards Spider-Man and Mercury.

 **BGM End**

 **BGM-Spider-Man: Web of Shadows OST-Symbiote Boss**

"Uh, was I ever this ugly when I got infected?" Mercury asked Spider-Man.

"More or less." He responded.

' _Spider-Man!'_ A familiar, teenage voice calls out to the arachnid through telepathy.

"Blake, is that you?!" Spidey immediately picks up that Blake and his friends from Remnant are watching the fight through Madame Web.

' _Yes. Please! You have to save Ilia!'_

"Don't worry. I was already counting on it." He responded.

"How do we save her?" Merc questioned.

"Just like with you, buddy. Her symbiote hasn't fully bonded with her yet. If we could dish out enough damage, we can set her free before we lose her for good. I hate fighting a good friend, but it's the only way to save her." Spidey finished explaining.

' _I understand. Just do what you have to do.'_ Blake told him in an understanding tone.

The Symbiote Faunus Chameleon charges at the two with a ferocious roar, using her tail to swipe at them, but they managed to dodge away in time. "Ilia! Stop this! This isn't you! It's the suit! Fight it before it could fully consume you!" Peter calls out to his friend, hoping it would be enough to set her free, but judging from the quick tail whip that would've killed him, it would seem pleading to her soul won't be as easy as he thought.

" _ **I've always wanted to find out who would win between a Spider and a Chameleon. Let's learn the results, shall we?"**_ Monster Ilia swipes at Peter with her claws, pressuring him to dodge as good as he can.

"Judging from past experiences with my own Chameleon, I think you might be disappointed in the outcome," Spidey remarked, managing to grab Ilia's arm and throws her across the compound, "Listen to me, Ilia! I don't want to fight you! Don't force me to do something you and I might regret!"

His words fell on deaf ears as the infected faunus lunges at Peter with another distorted roar, but in a nick of time, Mercury knocks her out with a kick to the cheek, "Stay down, you overgrown lizard!"

The monster chameleon roars to the skies again, electrifying her tail and sticks it to the ground, causing numerous, lightning tentacles to pop out to pierce through the bodies of Spider-Man and Mercury. "Darn these tentacles!" Merc complained, with he and Spidey jumping left and right to avoid getting killed by her electric tentacles. And if that wasn't bad enough, the heroes somehow lost sight of their former friend, "Great! Now where did she go?" He asked while scanning his area for Ilia.

Not to the notice of the two, they are attacked from behind by invisible claw swipes. "That's right! She's a chameleon, duh! She can disappear from plain sight. Not even my high tech lenses could trace her location with that symbiote enhancing her powers to who knows what degree." Spidey said before he gets attacked by an invisible tail whip. He quickly gets up to see more symbiote minions throwing around S.H.I.E.L.D. agents like dolls and attacking Stark Tower, and even though he wants to help, he has to deal with Ilia that's hell bent crazy in wanting him dead, "How in the world can we stop all of this and save everyone? How can I save my friends? I can't give up when people are depending on me." He gets back into fighting formation and continues the fight against the symbiotes alongside his comrade, Mercury.

 **BGM End**

Not far from where Spider-Man is fighting the possessed Ilia, Cinder is in close-quarters combat with Carnage, matching him blow for blow with their respective blades of steel, or slime in Kasady's case. _**"You and my child must die now! I ain't havin' my genes coming back and biting me!"**_ He said while clashing with Cinder.

"What are you talking about?!" Cinder asked him, incredibly confused on what the psycho is even speaking.

" _ **Oh, come on! Don't TELL me you haven't felt your body changed since our last dance,"**_ Carnage asked, punching Cinder with a giant, red fist, slowly overpowering the gap between their powers, _**"You're in possession of something that shouldn't exist in this universe, and it's my job to straighten the natural order."**_ He uppercuts the woman right from the jaw, blowing her away a good length. _**"Usually I like the natural order to be broken into millions of pieces, but you're an exception,"**_ He then extends his foot to stomp onto Cinder, pushing her away to the walls of Stark Industries, further weakening her _**"You're an abomination that needs to DIE right now, and I'm the perfect man for the job!"**_ He furiously roars and commands his symbiote to unleash everything it's got, firing an uncountable amount of piercing, sharp, pointy tendrils that are small enough to stab right through each of Cinder's vital organs. She chokes out blood before falling to her knees in pain. And with a clear opening, Carnage fires a dark energy ball from his mouth and shoots it at Cinder, getting a direct hit that causes the rubble from the tower to fall on top of her.

A few feet away, Spidey and Mercury witnessed this event while fighting against Symbiote Ilia. "Cinder!" Mercury shouted.

"No! NOOOO!" Spidey tries to rush towards her aid, but Ilia isn't giving him the chance, wrapping him and Mercury up with her strong webbing so they won't break free.

" _ **Leaving me already? I thought we were friends, Spidey."**_ Ilia joked, laughing like Carnage with her new alien suit.

The murderer who loves to murder people walks up to the rubble where Cinder's body is crushed above, sensing she's not _completely_ dead yet, but weak enough for him to finish off for good. _**"It's unfortunate we didn't have time for a baby shower, but I never liked those anyways."**_ He forms a deadly blade with his right hand and raises it up to the air, _**"Good-bye, spiteful daughter of mine. I never liked you."**_

It would seem all hope if lost in this battle: The heroes are getting beaten, Stark Tower is only moments away before it is forced to have symbiotes as its permanent guests, and Cinder is about to be killed by Carnage's blade. What they can do in this darkest of hours? _"Guess it's my time to shine, huh?"_ That same voice that talked to Cinder twice before speaks up in her mind again.

 **BGM-Dragon Ball FighterZ OST-Beerus Theme**

Just as Kasady was about to murder Cinder, the entire compound experience a tremendous and powerful earthquake that disrupts everybody's attention. Massive amounts of power begin to generate from the rubble that's keeping Cinder buried deep inside, and it keeps on rising, getting more and more intense by the coming seconds. _**"What the hell? No one told me we were having an earthquake today."**_ Carnage joked, but is then taken for surprise when a huge vortex of red and black energy burst from the rubble, creating strong wind currents that would've blown Carnage away if he didn't have to ability to stick to any surface. Slowly opening his eyes, the killer sees a dark silhouette behind the vortex of energy as it slowly dissipates for everyone to see who this new fighter is. But whoever this person is, it's certainly got Carnage all scared, _**"You…You…"**_

This new woman from the shadow wears a crimson bodysuit with some gold and black accents, with the design of her dress looking like a cross of Jean Grey in her Phoenix clothing, as well as Scarlet Witch (Her All-New, All-Different design I might add) wearing a headpiece and a full-length crimson haori, a kimono-style jacket that flickers red flames. In the middle of her chest, as well as her back, a black/red stylized spider emblem, that also takes some inspiration from Cinder's own unique tattoo, manifests on both ends. Her face is completely covered in red and has no mouth, as well as having medium-sized amber eyes. And the woman also has long, ashen-black hair, in a similar style to Cinder's first outfit.

The woman walks out of the shadows, with her eyes flaring in flames and staring down at her 'dad. _**"Don't blame me…It's in the genes."**_ A voice, very similar to Cinder's but a little deeper, finally speaks for everyone to hear as she powers up a divine looking dark, but vibrant crimson aura, with black and yellow particles sparking and flowing through it.

Everyone from both parties are equally shocked at Cinder's new transformation. "Is that…Cinder?" Mercury asked in utter awe, staring at hew new form.

"And…she has a…symbiote…" Peter couldn't believe his eyes that Cinder, after all this time, was in possession of a symbiote, apparently the same one Carnage's been looking for this entire time. Her daughter…

* * *

 **Remnant, Beacon Academy**

Even those watching this new transformation from Ozpin's office couldn't believe what they are seeing. "Cinder…and a symbiote…bonded together." Ruby said, with her eyes huge in surprise while watching the projection from the middle of the room.

"Yes, this is quite the interesting development," Madame Web said, equally shocked but intrigued from this news reveal, having not even her own psychic powers would've predicted this would happen, "Who would've thought in this timeline Cinder would be bonded with a symbiote and not the full powers of a Fall Maiden?"

"None of us, for certain," Ozpin answered, "The power she wields is vastly BEYOND any Maiden in history."

"But the question is: Is she in control over herself?" Pyrrha asked, knowing how most, if not all, symbiotes are crazed monsters, and their hosts couldn't do a thing to control their actions.

"Looks like we're about to find out." Jaune said as they all continue to observe this battle from Remnant.

* * *

 **Earth, Stark Industries**

" _ **Question, 'dad'…"**_ Symbiote Cinder starts talking to her 'papa', _**"If you're my father…"**_ In a single blink, Cinder was fast enough to appear right in front of Carnage without anyone noticing her moving, _**"Who's my mother?"**_ She slams Carnage's face right to the concrete before tossing him away.

" _ **That ain't quite how the biology pans out, buster."**_ Carnage replied, visibly annoyed.

The angry papa lunges at Cinder for a claw swipe, _**"Sorry, but I was never good in Biology…"**_ She ducked, as if time slowed down for her, just in time to avoid the monstrous symbiote's attack and gets back up to stab him in one of his vital parts, _**"But I did learn where the vital organs are."**_ She releases numerous tendrils from just her arm and attacks Carnage with them.

Powering up a red energy blast in her palm, the new Cinder jumps into the air and ground pounds the floor with her energy-filled fist, releasing a powerful shockwave that was strong enough to destroy the symbiotes attacking Stark Tower. _**"Yeah. I could get used to this."**_ She said, impressed with her new powers coming from the symbiote.

"Hey! Cinder!"

She turns around to see Spider-Man pointing his hand at her, ready to fire his signature taser webbing in case she does something crazy, "Are you still in there?! Because if not, I'm not going to hesitate blowing my taser webbing all across that slime dress of yours!"

" _ **Whoa, whoa. Easy, Spider."**_ Cinder calms him down so he won't shoot. To prove she's still in control, she deforms the symbiote covering her face to reveal her real face to her partner, "If that's your way in greeting a girl, it's a wonder you actually have a girlfriend."

"You're…in control?" Spider-Man asked while lowering his web shooter.

"Yeah. I'm just as shocked you are." Cinder replied. Their conversation is cut short when Carnage appears again, madder than ever, and clashes blades with Cinder's own symbiote blades. She reforms her symbiote mask covering her face, _**"I got this! Focus on saving Ilia!"**_ She ordered Peter, blasting away Carnage to a far off distance so they could continue their fight in peace.

"Are we seriously gonna leave her?" Mercury asked Peter.

"Apparently she's got this. I get the feeling that something about her symbiote is different from the others that allows her to be in control. But we can play 20 questions later after…" The teen duo hears a loud stomp in the other direction, which so happens to belong to the out-of-control, Symbiote Ilia, "We take care of her first." He said, with the monster symbiote roaring loudly at them.

She sprouts tentacles from her body to attack the boys, but they flip and kick the tendrils away to avoid damage. "If she's wearing a G-Symbiote, then my taser webbing should be the key in saving her!" Spider-Man fires the taser web command from his web shooters, latching a strand of webbing onto Ilia's chest, activating the electricity from his web shooters and begins to shock her symbiote, causing the thing to scream in pain and partially releasing its bond on Ilia. "It's working," Peter said with a fist bump.

Monster Faunus manages to regain some control and knife the taser webbing off her chest and continues the fight against Spider-Man in retaliation for almost getting beaten. "We need more power! We need more electricity!" He said, dodging and avoid Ilia's electric whip.

Mercury takes a minute to watch the battle between the Spider and Chameleon, mostly staring at her tail for a bit, which suddenly gives him an idea, "I got an idea!" He leaps over and kicks Ilia down, "Is that all you got, you ugly faunus," He taunted her, which gets her to roar in anger for being insulted and uses her tail in an effort to stab him but keeps missing. "That's it! Almost there," He hops and hops until he leaps in front of Ilia, "Hi," He hops again as he could tell her tail was approaching him, and when he did, instead of getting stabbed by the stinging chameleon, the infected faunus stabbed herself with her own electric whip, roaring in great pain from being shocked by her own attack.

"Now Spider-Man!" He shouted to the webhead, signaling him to finish this fight for good.

"This won't hurt…me." Peter said, knowing his next attack won't damage him, just Ilia. With voice command, Spidey fires his Micro-Coiled Z-Metal, also known as his 'Bug Zappers', and latches them onto Ilia, generating enough bio-electric current that's more powerful than his tasers. With that, along with the electricity coming from her own tail, was more than enough to vanquish the symbiote possessing her and freeing her from its dark clutches.

' _Yes. You do it, Spider-Man.'_ Blake congratulated Peter as he grabs Ilia.

"Sure did. Ilia, are you alright? I bet that experience was quite 'shocking', wasn't it?" He joked, getting a weak, short laugh from his faunus friend.

"Oh, your jokes…I rather be bonded with that alien." She quipped with a smile.

"Ouch. I'm hurt." Spidey responded from that hurtful comment about his unfunny jokes. It's a shame they can't continue talking like this, as more symbiote just keep coming by the dozen trying to destroy the resistance base. "We can't go on like this," The webhead turns towards Mercury, "Merc. Go over to those controls over there. Call in an airstrike so we can send these things packing home."

"Why didn't we do this from the start?" Mercury asked him a very good question.

"Just go already."

"Fine, fine." Mercury reluctantly agreed and heads off to call in an airstrike.

With Mercury running towards the station to call the Helicarrier for a heavy airstrike, victory is inevitable for our enduring heroes. In the meantime, the newly-formed Symbiote Cinder is still in a heated battle against Carnage, and overpowering him in every turn. _**"She's fast. Strong. Youth on her side."**_ Carnage commented on her newfound, limitless power as he continues battle with his child.

" _ **If you didn't want me…Why did you have me?"**_ Cinder asked while beating the ever-living crap out of Kasady.

" _ **A question I ask myself,"**_ With his webbing, Carnage throws a heavy A.P.C. at Cinder, which does considerable damage to her body, but the injuries quickly heal thanks to her new regenerative abilities, _**"You're showing your age, kid. I'll get rid of those frown lines for ya!"**_

" _ **Heh. Like I need your help."**_ Cinder ensnares Kasady in a red, web cocoon, but a few moments later he burst out roaring in anger.

" _ **Isn't it so wrong for her father to help out his child?"**_ Carnage asked, opposing her with maces for hands.

" _ **You tried to kill me. What kind of father does that?"**_ Cinder asked, slicing off a good chunk of his cheek.

" _ **It's the way of life, baby girl! Symbiotes typically don't care for their offspring! We show them the ropes of murder and how to BE murdered!"**_ Carnage dances and spins around his energy blades, continuously firing energy blasts from his mouth to harm Cinder, but most of them just keep missing thanks to her new speed and agility.

" _ **So I'm guessing most symbiotes aren't nominated for 'Best Dad of the Year' reward, aren't they? Guess that'll change soon enough."**_ She retaliates with kick to the mouth, an elbow to the chest, and an energy stab to the heart. And before she could finish the job in killing ol' pappy, Cinder's very own Spider-Sense tingles upwards and sees S.H.I.E.L.D. jets about to bomb the infested compound. _**"Ooo. This'll be a much better finisher for you, Bye, dad."**_ She waves at her beaten papa and leaps away just in time to avoid the numerous bombs were dropped from the jets, completely decimating and destroying all remaining symbiotes left in the area, saving Stark Industries from being totally demolished.

 **BGM End**

The smoke quickly dissipates, with Spidey and the other heroes coughing heavily after the big explosion. "Are all non-symbiotes…" He sees Cinder giving him a cold stare, "And Cinder, still alive?!" He shouted at everyone.

"Yeah, for the most part I think." Mercury said, completely wiped out and exhausted from that intense fight.

" _ **I'm sure Carnage is still alive too. Barely, but alive"**_ Cinder scans the area for any signs of Carnage, but only notices a small red mark seeping through a crack on the floor, signifying he escaped during the bombardment, _**"Yup, he definitely did escape. I can sense he's long gone now with this…thing now bonded with me."**_ She deforms her mask and looks at her new symbiote design, not knowing to say if it looks cool on her, or disgusted she's wearing an alien as clothing.

Watching from afar, on top of a rooftop where the heroes couldn't see him, the once, Lethal Protector of the innocent, Venom, looks down at Cinder's new symbiote. Instead of looking angry as most would expect, Venom seems a little happy that she's alive and bonded with a symbiote she could control, _"It's hard. But there comes a time. When you really have to let go. Allow the little ones to make their own way in the world. Let them stand on their own two pods. You cannot watch them forever. I am glad my grandson found a worthy host in my friend. Raise it well, Cinder."_

He shakes his head for a bit, as if he's having a little headache, _**"What was I saying just now? Ack. It doesn't matter."**_ He turns to his side and notices his own offspring forming from his goop form to meet him, _**"So, Carnage, how did it feel getting beaten by your own spawn? I certainly know that feeling too well."**_ He chuckled.

" _ **THAT'S IT, SON, OR DAUGHTER, OR, WHATEVER YOU ARE! Now you've gone and made me mad,"**_ He angrily shouted from the roof before turning his attention to Venom, _**"Why didn't you come and help me out?"**_

" _ **In case you're too dumb enough to remember, because I'm sure you are, I was ordered by our queen in securing the sixth ISO Emerald locked up below that tower. A task I completed. What about you?"**_ Venom decided to playfully tease his son.

" _ **I'm not going to talk about it. Let's just go already and meet with old windbag!"**_ Carnage suggested, and the two symbiotes swing off into the city back to their hive.

* * *

 **A few minutes later…**

With the threat neutralized for now, the heroes and S.H.I.E.L.D. are either taking a rest or helping out in repairs, with Black Widow and Winter commanding they should move more civilians to Kingpin's tower as this place has become comprised in the battle.

' _Ilia, are you okay?'_ Blake asked her longtime friend as she and the others recuperate.

"I'm fine, mom. Stop worrying. Gosh." Ilia replied with an icepack plastered on her head.

' _You four were in quite a pickle. Glad that mess was sorted out.'_ Ozpin talked to the others next after Blake.

"No. We still have _one_ more mess that needs sorting out, like…" Spider-Man, Merc, and Ilia turn to Cinder, who's still wearing all but her symbiote mask on, and starts asking the same question in all their minds, "When the HELL did you get yourself a symbiote?" They all asked together.

"Hmm. I'm not entirely sure," Cinder nonchalantly responded to their combined question, "If I have to guess, probably when I was fighting Carnage for the first time after he exploded."

"That explains why your powers were mysteriously enhanced," Spidey remembers one of their previous conversations that involved Cinder's own body feeling different than before, much stronger than before, "But, a symbiote? Really? How wasn't I able to detect it before?"

"How the hell should I know?! It's not like I WANTED to be bonded with an alien life form!" Cinder started arguing with the Spider.

"Uh, this is getting us nowhere," Peter looks up to the sky so he could talk to a certain person, "Yo, Madame Web. I know you're watching this. Would you be so kind in giving us the forefront in what's going on here?" He asked his spider mentor for guidance and help on this strange matter.

Out of nowhere to scare Peter and Mercury, a floating head in the shape of Madame Web appears in their space. "Ah! A floating head lady! Where did she come from?!" Mercury practically panicked.

Madame Web takes a good minute in observing all parts of Cinder's body and the symbiote that is bonded to her, which slowly starts to creep her out that a floating head in the shape of an old lady is checking her out. Not even Salem has done this to her before.

After checking her out, Madame Web backs away and chuckles a bit, _"Well, this really IS an interesting development. I didn't think it was that time already."_

"Please explain to the confused superhero and his disorganized friends and rivals on what is so interesting about Cindy being bonded with malevolent goop from space?" Spider-Man asked her, having NO idea what is so intriguing about this at all.

" _This isn't some ordinary symbiote, Spider-Man. This is a Pure Symbiote."_ Madame Web informed them.

"A Pure Whatnow?" All the teenagers from both worlds asked at the same time.

" _A PURE Symbiote,"_ She told them again, _"You see, once every 1,000 generations in the ancient Klyntar lineage, it is said that the rarest and strongest of symbiotes are born: A Pure Symbiote."_ She said, giving her allies a brief history lesson in Klyntar lore.

"Once every 1,000 generations?" Cinder questioned.

" _Yes, that is correct. Venom is considered number 998 in this same lineage, and his offspring, Carnage, is number 999 of said lineage."_ Madame Web continued with the lesson.

' _So that means the symbiote bonded to Cinder is the 1,000 symbiote in that brand of family?'_ Ruby asked from Remnant.

" _Correct."_

"So you mean to tell me Carnage was actually preggers and not making that up?" Spidey asked the floating head lady.

" _That is also correct, but…,"_ Madame Web floats back to Cinder's stead, _"This symbiote Ms. Fall is bonded to is rarer than even a Pure Symbiote."_

' _How exactly?'_ Glynda asked.

" _I'm sensing an unhealthy amount of ISO-8 energy brimming from this one."_

"Yeah. That's what I sensed before too. That amount of ISO-8, combined with her symbiote, is mutating her DNA similar to when I got bitten by that radioactive spider, who so happened to be a mystical Spider-God reincarnated and then reincarnate into me." Spider-Man told her.

" _I'm very aware of that, Spider-Man, but with Cinder, it's a little different,"_ Madame Web said, turning her attention back to Cinder Fall, _"The most dangerous breed of symbiotes, evolved and changed with the mysterious power of the ISO-8, has changed the Pure Symbiote into the first-ever legend in Klyntar history: A Symbiote God."_ This sudden new reveal coming right out of Cassandra's very own mouth, completely shocked and stunned all the nerves inside each of the heroes' bodies.

"She's a WHAT?!" Spider-Man shouted.

"So I'm…a god…?" Cinder couldn't believe what she's hearing as she looks at her hands very carefully so she won't think she's getting insane.

" _Similar to Spider-Man and his Other, yes. Your symbiote has found you as the perfect host and completely bonded with your blood and DNA. You are, quite literary, a living human/symbiote hybrid."_ Madame Web told her.

"…Huh…" Cinder is so speechless for the first time in her entire life that little words barely make it out of her mouth without sounding like quiet noise.

"But she's in control, right," Mercury asked the floating head, "What if it eventually corrupts her and she gets out of control and goes on a rampage?"

Madame Web chuckled at the silly boy, _"There is no need to worry, child. Two, important factors are playing a key role in giving Cinder full control of her symbiote. One, is that a Pure Symbiote is born with a genetic memory breakdown, which you could say they suffer from amnesia. So unless they're trained by other, more experienced symbiotes, they will never be 'true' symbiotes."_

' _And the second factor?'_ Pyrrha asked.

" _Why, ask Spider-Man, of course."_ They all turned to Spider-Man, who has no idea why they are looking at him for.

"What? What did I do?" Spidey asked.

" _A few months ago, you gave Cinder a special type of ISO-8 you were experimenting on."_ Madame Web started speaking to the webhead.

"Yeah…Why?" He carefully responded.

" _Well, whatever you did with that ISO-8 also had a big help in cleansing whatever corruption and bloodlust her new symbiote used to have."_

"It did?" Peter looks wide-eyed, not expecting his experimental ISO-8 to possess such a unique trait.

' _How did you not know?'_ Yang asked him.

' _Just what sort of experiments did you do?'_ Weiss asked.

"Well, let's see: I gave it the same properties as the Maidens, used the clean energy from Iron Man's Arc Reactor, spilled some orange juice on it, some other things I don't remember on top of my head…" Spidey listed off some of the properties he gave that ISO-8.

"Orange juice? You spilled 'orange juice' on space rock possessing limitless power as part of your experiment?" Cinder asked him, can't believing Peter was dumb enough to do that.

"It was 5:00 am in the morning. I was in a rush to stop Grizzly that I accidently spilled some orange juice on the way out." Spidey responded.

"Uh, your stupidity is giving me a headache." Cinder replied, pinching her nose.

" _You should be grateful, Ms. Fall. If it wasn't for Spider-Man's Cleansing ISO-8, you wouldn't be in control of your actions."_ Madame Web said to her.

' _So does that make Spider-Man, Cinder's godfather because of that?'_ Nora asked.

" _If you want to put it that way, yes. Cinder does genetically possess Spider-Man's power thanks to the symbiote."_ Madame Web answered.

"What?!" Cinder shouted, now learning just how much weird her life is getting by the minute.

"Ohoho. This is one, weirded out family tree, if I have to say. First my clones, and now you? I wonder how's Thanksgiving gonna be like this year?" Peter asked his new 'relative'. "So, godchild, what do you make of all of this?"

"I'm in hell." She responded. "This is, without a doubt, the WEIRDEST day of my entire life, and I blame YOU for putting me in this situation." She pointed at Spider-Man.

"Well Weiss always did say I have a knack of making everyone's lives much, much weirder than usual." Spidey responded.

' _And I still bide by that statement to this day.'_ Weiss spoke up from Remnant.

" _Oooo, do tell?"_ Suddenly, part of Cinder's new symbiote takes a form of a head from her arm, freaking her and everyone else out.

"Ah! It talks!" Ilia shouted.

"You really do have a knack of making things weirder, Spidey." Mercury said to the nervously chuckling wall-crawler.

Cinder's symbiote separates from its host and takes on an independent humanoid form (now looking more like the original Toxin from the comics), _"Hey, ya'll. Glad to finally meet ya, god dad and my new partner in crime."_ It introduced itself to the heroes.

"Um…hi." Both Spidey and Cinder are not sure what to do in this situation as all of this is just too new and confusing for either of them.

" _Because of the genetic breakdown and not having an older symbiote to tutor it, expect this symbiote to behave like a child for a little while until it's more experienced."_ Madame Web warned Cinder of her new duties as its host.

She sighed, "Great, now I have to be a mother too. Why is my life suddenly so weird?"

"I ask that same question every time I look myself in the mirror." Spidey told her.

" _C'mon, c'mon! Let's go take care of the bad guys! I'm in the mood to re-establish my old grandad's 'Lethal Protector' title,"_ The child-like symbiote is looking mighty reading in taking on some bad guys, _"C'mon, let's go protect as many innocents as we can, while simultaneously spreading as much carnage to our foes!"_ He started to laugh, similar to Carnage's own psychotic cackle.

"Yup, he's definitely part of the family," Peter scratched his head, "Are we sure this thing is cleansed?"

" _99% sure."_ Madame Web replied.

"Really?"

" _98%"_

"Perfect."

" _So partner, what's gonna be our new name when we're as one?"_ The child symbiote asked its new host and protector.

"Oh, um…," Cinder takes a second to think of a good name for her symbiote, "How about…Toxin?" She suggested.

"Toxin?" Everyone else wonders why she picked that name.

" _Toxin? Toxin! I love it! Woo-hoo!"_ Toxin jumped for joy for having a name he thoroughly enjoyed. After finish dancing around, Toxin turns himself back to a symbiote for Cinder to wear as clothing.

"I wouldn't be surprised if she chose that name after her boyfriend." Spidey told Mercury standing next to him.

"Oh, so she and Eddie were dating. I totally knew it." Mercury replied with the two of them laughing unknowingly at Cinder's expense. They both stop laughing when they see something big and ugly looking staring right at their faces, with vicious fangs and long curving claws pointing at them, which all seems to belong to Cinder, or Toxin she refers herself now.

"Uh, we're sorry?" The boys tried to apologize but failed miserably, with the two of them grabbed by Toxin's huge claws and thrown so hard and fall that they hit the electrified dimensional area dome that's protecting all of Manhattan from escaping or entering.

"Wow, nice throw." Ilia said to Toxin as she reverts back to her normal body size.

" _ **Oh yeah. I can DEFINTELY get used to this."**_ Toxin said, looking forward to her future adventures now bonded with a Symbiote God.

And from the skies crashing down to the ground, Spidey and Mercury face plant on the concrete. "Note to self: Never piss off Cinder again. She'll kill us." Mercury said with his face buried to the ground.

"I don't want to imagine someone like Yang with this stuff. She'll be unbeatable." Spidey said, with his face buried to the ground.

' _And I now I know what to get for my birthday.'_ Yang joked.

' _Oooo. I want a symbiote too!'_ Nora also wants to be bonded with a weapon of mass destruction, and if she and Yang gets one, not even a hundred Salems would match up to their level of insane power. This sudden imagination about a Symbiote Yang and Symbiote Nora immediately causes Spider-Man to faint with his face buried, with all his friends laughing at his expense.

* * *

 **BGM- Spider-Man: The Animated Series OST (1994)- Ending Theme**

 **Spider-Man: Sup, it's Spider-Man. Hey! Cinder! Slow down, will ya?**

 **Toxin: How about you speed up? I'm having too much fun with this web swinging stuff.**

 **Spider-Man: Well remember we're supposed to meet with MJ and the others.**

 **Toxin: Right, right. Then we're supposed to meet up with that Wolverine guy and Raven.**

 **Spider-Man: Just hoped those two won't try to kill me again, or worse, turn into symbiotes.**

 **Toxin: Oh, you and your big mouth! Could you please, for once, stop talking so our lives won't get any worse?!**

 **Next time on Spider-Man and Cinder: Flaming Web of Light and Shadow-**

 _ **Time to Prey**_

 **Toxin: Time to see what this Symbiote God could do.**

* * *

 **KFX here: We're approaching endgame, folks. Just a few more chapters left until this story is wrapped up. And now it's time I briefly talk about Cinder's new Symbiote God powers, so let's begin:**

 **She has all the standard symbiote abilities likes increased strength, camouflage, webbing, fangs, etc. She also has abilities from other known symbiotes from the comics except for Anti-Venom (Scream, Hybrid, etc.).**

 **Can track just about anyone, not just symbiotes, as long as she has something to begin from like a cop's tissue paper.**

 **Her symbiote, as you just read, could take a humanoid form separate from its host**

 **She's immune to fire and sonics, but is still weak to electricity**

 **Her new ability, called the 'Get Ability' is a different form of her Genetic Memory powers that her symbiote possess. Similar to the likes of Megaman, she can absorb the special abilities of her defeated foes, like for instance, she has access to Electro's Ionic Storm attack**

 **Similar to Spider-Man's ISO Change form when wearing the Iron Spider Armor, she has access to a similar transformation called: Symbiote Change. Her known changes are: Cygnus Symbiote, Taurus Symbiote, Virgo Symbiote, Crown Symbiote, and Ophiuca Symbiote.**

 **She also has one last transformation that I won't spoil now, but let's say at full power, she's stronger than even Black Ace/Red Joker Spider-Man from Battle for Remnant.**

 **Hail the Symbiote God!**

 **Edit: I am SO sorry for this chapter glitching out during the first upload. I blame Cinder's new god powers, she has to be nerfed, maybe. Again, I am SO sorry for the inconvenience. Hope you like this issue.**


	17. Issue 16: Time to Prey

_Issue 16: Time to Prey_

 **BGM-Crush 40-Rush into the Crazy World**

In the amidst of this symbiote version of Manhattan, a speeding red blur who shouts _**"WOO-HOO,"**_ swings on a white web, passing the zombified, white monstrosities down on the wrecked streets in a blinding flash. That person swinging on the web isn't exactly Spider-Man, but someone that has all his powers and then some. It's a new web warrior, different from all the others. A fusion of a human and a Symbiote God, turning them the ultimate fighter across dimensions. This new symbiote warrior likes to refer herself as Toxin, but in actuality, her real name is actually Cinder Fall fused with the Toxin Symbiote, and she is just having the time of her life.

With her new powers that she inherited from Spider-Man, she can web swing at blazing speeds, almost hard to spot with even a superhuman eye. She starts performing air tricks to show off her new agility. Run along and jumping from wall to wall to amaze the heavens of her enhanced acrobatics. Shows off her new and quick combat skills to her opponents, striking down the most monstrous of symbiotes with a single web-strike kick, leaving behind a quick quip after each blow, _**"LOOOOSER!"**_ The happy-go lucky symbiote continues playing around with her enemies, hopping and bouncing from each of their heads, then lands on the head of a flying Nevermore. She struggles to keep her balance as the Grimm tries to shake her off, but her new adhesive abilities prevent her from falling unless she wants to. Toxin lets out a daredevil's grin behind her mask and proceeds to free-fall from the Nevermore's head and lands back on the streets. The second she landed, she immediately zooms through the neighborhood while surrounding herself in a crimson aura as if she's Sonic the Hedgehog, jumping, spinning in the air, performing the slide maneuver through dozens of white-skinned symbiotes, and finally grabs the bar of a streetlight, spinning around the metal pole multiple times, getting faster and faster with each swing until she gains the momentum to fly off into the air at the speed of sound. All of that with a huge smile behind her mask, never knowing how much fun having Spider-Man's power could be like.

 **BGM End**

" _ **OH MAN! This is so much FUN! I've never felt so alive!"**_ Cinder said while web swinging through the air, landing on top of a horizontal flag pole, _**"This speed! This power! It's exhilarating! It's so awesome,"**_ She jumps off the flagpole laughing and continues her playful web swinging, _**"This is so cool! Forget the Maidens and Relics! This is where it's at, baby! Symbiote Godly power! YAHOOOOO!"**_

Like 20 feet behind, WAY far from her partner, Spider-Man is seen struggling to keep up even when he's swinging at full speed, "I have never heard Cinder be so happy! That's actually really creepy to be honest!" Eventually, the tuckered out red-and-blue webhead managed to catch up with Toxin, "Hey! Cinder! Or I guess Toxin! Could you please slow down?! I'm getting kind of tired here!"

" _ **How about YOU speed up, old man?!"**_ Toxin quipped back at her 'Godfather'.

"Old man?! But I'm not even an adult yet! Besides, aren't you like…a year or two older than me?" Spidey asked.

" _ **Are you referring to Cinder, the symbiote, or both of us?"**_ She lightly plays his question, doing this just to mess with Peter's head.

"I hate you." Spidey replied with such poisonous tone covering his voice.

" _ **Hey Spidey! Check this out!"**_ Toxin lets go of her web and flips into the air, _**"Symbiote Change: Cygnus Change,"**_ She shouted. In a quick instant, Cinder's symbiote design slightly changes to match her new power. While her color scheme stays the same, her head is now designed like a swan head, and her back produces wings made out of crimson symbiote goop. This new mode of her allows Toxin to start flying through the air with little trouble, faster than any other flying symbiotes they've met until now.

"Oh, that's cute!" Spider-Man said, trying not to sound completely jealous of her powers and how they're better than his in every way.

" _ **Is that jealously I sense in your voice, Peter? Are you jealous that I am now stronger than you?"**_ Toxin playfully teases Spidey while flying next to him as he webs swings.

Peter scoffs, "Me? Jealous? Of you? Don't be ridiculous, baby cakes. Why would I be jealous that you can control your symbiote while mine's trying to take over my life? You're crazy." Spidey replied with obvious sarcasm.

" _ **Just admit I'm better than you now."**_ Cinder said.

"No you're not."

' _I think she is.'_ Ruby intervened from Remnant thanks to Madame Web's telepathic powers.

"Which side are you on, Ruby?! How is she better than me?!" Spidey responded.

' _Well, for starters, she has all your powers multiplied by a thousand.'_ Blake speaks up.

' _She's faster, stronger, in control of herself.'_ Yang also speaks up, playfully making Peter even more jealous.

' _Has a better costume design than you. And let's not forget she doesn't make as many corny jokes as you.'_ Weiss joins the 'Diss Spider-Man' discussion with her friends.

' _Hate to say it, buuut she's kind of better than you in almost every way.'_ And Ruby finishes off this painful discussion for Peter to reluctantly listen to.

Cinder flies close to Spider-Man's face, and while he can't clearly see it, she is grinning a big smile behind that red mask of hers like she's the top dog. "Stick a fork in me. I'm done." Peter said, getting Cinder and the others to chuckle at his expense.

Toxin decides to continue swinging again while they still converse with one another. _'So where are you guys headed again?'_ Ruby asked Peter.

"We're gonna meet up with MJ and Luke over at Harlem to help with the evacuation over there. And I think you're Uncle Qrow is with them as well." Spidey replied.

' _Really?! Uncle Qrow?!'_

"Yeah. After that I'm supposed to meet with Wolverine and Raven at a church site not far from here." Peter continued talking to his friends that are at Remnant.

' _My mom and Wolverine? I'm kind of surprised she's helping at all.'_ Yang suddenly sounds very serious about her long-lost mom helping them out, knowing her attitude of never being around evenfor her loved ones like her family.

"Your mother's a piece of work. No question about that. But remember she did help us take out the Goblin Nation a few months ago, so she's not entirely selfish. She's just a little crazy, that's all. I mean, she and Logan DID try to kill me a few days ago, and I think she was enjoying that even if she thought I wasn't a crazed symbiote." Spidey replied to his girlfriend.

' _Still, just be careful, okay?'_ Yang asked him to be careful.

"I will. I just hope by the end of this, I discover the answers I'm looking for." Spidey vaguely starts talking about looking for 'the answers'.

' _Answers? For a test? What are you talking about?'_ Yang asked with confusion.

"Just…personal stuff. It's not a big deal." Peter replied.

The members of Team RWBY, standing inside Ozpin's office, awkwardly look at each other, having no clue what Peter is talking about or what he's referring. They can tell he has something on his mind judging from his behavior, but decided not to delve in further unless necessary.

' _Well, whatever it is, good luck out there, Peter.'_ Ruby said, but still wonders what sort of answers Peter is looking for, more importantly, what are these questions he wants to be answered.

* * *

Standing in the middle of the Harlem park, which has been trashed by the symbiotes, hundreds of people are seen looking scared and extremely worried for their lives. Next to the small castle that looks like a chess piece, Qrow and Luke Cage are talking to each other while Mary Jane, wearing a cast over her left arm, is trying to work out the kinks of the Iron Avenger repulsor gauntlets Peter allowed her to keep after the Goblin War for self-defense.

" _ **Ta-da!"**_ Toxin appears out of nowhere from the air and lands in front of Luke and Qrow, scaring the nerves out of there body.

"Who the hell?! Cinder?! Is that you?!" Qrow asked after recognizing her voice.

Cinder retracts her symbiote mask to reveal her true face, "Yup. Sup," She waved as Spider-Man has finally gotten caught up with her.

"Don't ask how she became my new sidekick," Spidey joked, getting her to coldly glare at him, but he ignores that and walks up to Luke, "Luke, we have to get these people out of here."

"We're doing all we can! We can't just walk down to S.H.I.E.L.D. headquarters!" Cage replied.

"Oh no?" Peter puts his finger to his earpiece communicator, "Winter, we're going to evacuate everyone out of Harlem." He told his commander.

"You expect these people to fight their way to the other side of Manhattan?" Luke asked, thinking it's almost impossible to traverse through the symbiote-controlled city.

"What?" That response was towards Luke, but it was Peter busy talking with Winter through the comms.

"We have no choice, Luke," Qrow said to his unbreakable, big buddy, "Our resources are tight and limited. I don't like this plan as much as you do, but if we want to survive, this is the only way to save the people of Harlem."

Meanwhile, MJ is trying to figure out the other features of her repulsor gauntlets, "Okay, what else can this thing do?"

"Yes, if we have to." Spidey's still talking to Winter.

"I think I got it." MJ said to herself.

"This is suicide." Luke professed.

"When dealing with Salem, everything becomes a suicide mission." Cinder told him.

"And that's just putting it tamely." Qrow added.

"Got it," Spidey's finished his conversation with Winter and turns to his friends with the good news. "Everyone's getting out. S.H.I.E.L.D. has a beacon that repels the symbiotes. We'll open a safe corridor," He informed them of the plan. He then turns to Qrow, "We have to get to Wolverine and your sister. You and Luke just take care of MJ for me."

"You know what," MJ powers up her gauntlets and produce blue blades of pure repulsor energy from each gauntlet she's wearing, "MJ can take of herself just fine! I still have friends out there! Luke, Qrow and I are gonna go get them and get out of here, aren't we guys?" She asked them.

"O-Okay…" Both Qrow and Luke are a little stunned and amazed at MJ's eager braveness. Heck, she's probably braver than both of them combined.

"Spirited as ever, aren't ya MJ?" Cinder asked, impressed and compliments her attitude.

"Just…wow. Just be careful, okay?" Peter asked her before he and Cinder head out to meet with Logan and Raven.

* * *

 **Church Site somewhere close to Harlem**

On top of a closed off church to prevent the symbiotes from ransacking and killing the people inside, the web warriors land on the roof while the big, loud bell rings repeatedly thanks to Wolverine and Raven.

"Uh, even if my G-Symbiote is immune to loud sounds, I still can't stand that noise." Spider-Man said, feeling uncomfortable around loud noises while bonded with a symbiote.

Logan and his Remnant friend hear the annoying voice of Peter and jump down from the bell to meet with the spider team. "What's this? You're joining the Spider's little web chatroom now?" Raven asked Cinder when she looks at her new symbiote suit.

" _ **Enough with the jokes, Branwen. What's the deal here?"**_ Toxin asked her and Logan.

"Made a little trap for the creepy crawlies." Logan told as he starts explaining he and Raven's little trap to them, "They come to get the people inside, but then I ring the bell."

"You do remember these new symbiotes are immune to sounds, right?" Spidey asked him if he forgotten how durable the G-Symbiotes are.

"Of course we remembered," Raven spoke up for Logan, taking out her red ISO-8 crystal from her black pouch, "With this ISO-8, I can shoot out electric bolts that can harm the symbiotes. And with the right frequency, I can create a massive, electric shockwave that covers the area when the blast hits the bell when its ringing."

"Then, while their stunned, we get to chop them up by the dozen." Wolverine finished the explanation.

"We need to get these people out of here." Spider-Man said. "Maybe together we can keep that bell going, and clear out enough symbiotes to open up a landing zone."

"Then try hitting that bell." Raven dared him to do.

Peter launches a basic web ball at the bell, and at the same time, Raven unleashes an electric shot from the point of her sword. When the two projectiles hit the bell at the same time, it unleashes a relatively harmless, but loud shockwave that hurts anyone wearing a symbiote, which in turn, hurts Cinder since she's wearing her symbiote right now. _**"Ow. That really does hurt.\"**_ Cinder said after the blast.

"Good enough." Wolverine said.

That powerful shockwave attack got the ear-screeching attention of the neighboring symbiotes in the area, prompting Spidey and the others to get ready for a fight, "They should pray a little louder inside."

 **BGM-Dragon Ball Super OST-Ultra Instinct Rush**

Symbiotes of many shapes and sizes start charging in from all eight sides of the church. Wolverine unsheathes his claws and lunges from the roof to a small group down below, stabbing them repeatedly in their guts before moving onto the next. Raven falls down, electrifying her blade with the power of her ISO-8 and begins slashing the chests and heads of one symbiote to the next, leaping through the air in her bird form to chase after a Symbiote Nuckelavee to kill with a blinding slash after de-forming.

At the front walls of the church, some symbiotes are trying to pound their way into the protected glass leading inside to the building, but not if Spider-Man and Toxin have anything to say about it. "Guys, I know how much you want God to listen to your prayers, but you shouldn't have to pound your way in to get his attention," Spidey quipped when kicking a symbiote Slasher in the face, "Then again, I doubt he'll understand what you're saying through the growls and snarls."

Toxin starts using some of her strong, versatile webbing to knock off some of the symbiotes off the wall but senses more are coming her way, _**"I think it's time to show you all who's the strongest symbiote in this universe,"**_ The symbiote god morphs her right hand into razorblade, imbuing a glowing, orange fire to enhance its tremendous power, _**"Shinbioto: Kajin,"**_ Calling out her attack name, she stabs and combo slices her enemies with a fire blade. The tip of her blade then transforms into dozens of small, symbiote fire tentacles that pierces their bodies, hitting all of their vital points that result in instant death.

" _ **Not done yet! Hotarubi!"**_ Toxin creates many small, glowing greenish yellow fireballs a fire glyph she created that floats around a couple symbiotes. This moves looks completely harmless to the dumb monsters, not knowing this is a set up for her follow up attack. _**"Hidaruma!"**_ The small fireballs that floated in the air are mentally sent flying to their targets thanks to Cinder, burning them all which resulted in a huge explosion. Toxin web zips through the smoldering fire while shooting out two strands of her webbing at two more symbiotes when making her way to the ground, slamming their faces in.

"Tsk. Showoff." Spidey showing his jealously of Cinder again but brushes it off as there are more important matters at hand. He grabs huge rocks of debris with his webbing and uses it to smack around the incoming symbiotes herd. He creates even more webbing and turns the debris into full-size web hammers and crushes the living goop back to a puddle of icky ooze.

With another shot of his impact webbing, Spidey ensnares a chunk of symbiotes in a big web sphere. "Raven! Play ball!" He throws the sphere towards Raven's direction. The leader of the Branwen tribe quickly responds with a single, blinding, horizontal slice that destroys the sphere and the symbiotes that were inside.

Intending to get serious with these creatures, she creates a much larger version of her sword with the ISO-8, embedding the single edged katana with deadly ice. With this new sword, she spins it around before unleashing complete mayhem and carnage with a side of frightening precision to all that oppose her power.

Just when you think she's about to get blindside by a Death Stalker, Wolverine jumps from her shoulders and kills the Grimm that was about to attack, letting loose a frightening growl at his alien punching bags. "Get out of my city! Berserker Barrage!" Wolverine rapidly slashes his claws while dashing forward to cut away the limbs and hearts of the symbiotes, assuming they have hearts that is.

Raven decided to join in on his fun, and with their combined speed and savage attacks, these two are practically unstoppable as a team. "Don't mess with Weapon X!" Logan shouted, cutting through multiple King Taijitu all at once, ending with him and Raven absolutely demolishing a merged Symbiote Tentacle-like Grimm that was made up of multiple King Taijitu.

The mutant savage lands right behind Spider-Man as he's in the middle of beating down alien fan club. "Weboken!" Spidey shouted, firing an energy-filled Hadoken that's surrounded by webbing, which obliterates his symbiote foes.

"A what?!" Wolverine asks him what the hell is a 'Weboken'.

"A Weboken. You see, I combined my Hadoken with my-."

"Yeah, I get it! Just keep fighting!" Wolverine interrupted so they could continue the intense battle against the symbiotes. Even when they take down like 20 of these creatures, it just seems like more keep coming to make this battle tedious and outright annoying. "Spider-Man! The bell!" He shouted at Peter to activate the symbiotes' weakness.

"Got it!" Peter jumps into the air and fires both a web shot and a powerful taser web ball simultaneously at the church bell, and with thanks to the right frequency, the bell unleashed another electric shockwave that stuns all symbiotes in the area, including Cinder's.

" _ **A little warning next time!"**_ Cinder shouted at the webhead.

"Sorry!" Spidey apologized.

With all the symbiotes stunned, this makes them easy picking for our heroes. Raven and Toxin stand back-to-back with their respective blades and starts tearing apart the defenseless aliens at maximum speed. _**"I'll show the power of a Symbiote God! Enkai!"**_ Toxin amasses large amounts of flames around his body for her follow-up attack, _**"Bakuhatsu,"**_ she uses her flaming aura to create a huge explosion in the courtyard, leaving nothing but fires and on the grass. She jumps high into the air and fires numerous, but small energy blast down to the arena below, incinerating all the symbiotes down there, and in amidst the flames Raven chops up the remaining monsters, ending with her and Cinder destroying the last creatures with a combined, overarching blade slash that's synching with their loud battle cry.

 **BGM End**

No amount of symbiotes doesn't seem to be enough this ultimate team of warriors, formed from the best worlds this multiverse has to offer. They're still persistent in wanting to destroy the church, but no matter how many come their way, the heroes seem more than capable in taking them down with no trouble whatsoever.

"Hey! Would you look at that? We're like a team and stuff!" Spidey said, kicking a symbiote in the face.

Standing beside him is Raven, cutting the limbs of a Symbiote Berserker with her electric-ice blade, "This is SO much more fun than killing ordinary Grimm and Huntsmen."

"Wait-wait-wait. You kill other Huntsmen?" Spidey asked.

"I'm part of a dangerous tribe, remember? It's one of the reasons why I even bothered attending Beacon in the first." Raven replied.

"Right. Why am I surprised? Of course the crazy, bird lady and her flock of thieves would fine enjoyment in killing others. Have I recommended therapy for your problems?" Spidey asked while webbing up some symbiotes to the ground.

"You know; I'm starting to think we do have a chance in winning…" Raven said before she turns to Spider-Man to clarify her strange confession, "A chance in beating Salem I mean."

"What? You thought we didn't stand a chance before?" Spidey asked.

"For years I always thought she was invincible, ever since Ozpin first spoke her name to me and Qrow," Raven starts talking to Spider-Man about her experience with Salem, "I became overwhelmed with extreme doubt and fear that there was no chance in hell she could be beaten. That's why I don't bother helping out those who side with that old fool, because you must be a complete idiot if you think taking Salem will be easy."

"Everything seems impossible at first, but when you actually try, then you'll notice the impossible became extremely possible." Spidey said.

"And you're right," Raven smiled, "You. Yang. You two shown me that true strength comes from believing in others and confronting my fears head on. We would've never saved the multiverse if we all didn't work together and overcome our fears as a unit. Heck, compared to that bizarre spectacle, I don't think Salem is as scary or as invincible as I first thought she was."

"Nah. The only thing scary about her are her strange fashion sense." Spidey joked. The makeup and her hair. Ugh. If she was wearing a big, red nose then she would have her clown costume prime and ready for Halloween."

Raven chuckled from his joke, "I don't think that won't be enough either." Their conversation is abruptly stopped when they see a S.H.I.E.L.D. hovercraft approaching the church site, "Looks like the cavalry's arrived. Let's get these people out of here." She said to Peter.

"Right." He nodded.

The two meet up with Wolverine and Toxin, who have already rounded up all the people, inside the bell chamber. The hovercraft safely parks right next to the chamber and standby for pick up. "Go! GO!" Wolverine hurriedly tells the people to get inside the craft as he could smell those big Symbiote Grapplers and Berserkers coming their way.

Everyone but the heroes have safely entered the aircraft with little trouble. "That's it! All aboard!" Spidey said, with he and Toxin entering the aircraft.

"We got company!" Wolverine and Raven notice the Grapplers and Berserkers have made their way to the bell chamber. Not wanting to waste any more time idling around, the two jump to the aircraft with the rest of the gang. But just when they're about to escape, more and more of those bulky symbiotes show up, latching their thick tentacles to the end of the hovercraft so the humans won't escape.

"I got it!" Logan jumps back to the church to take out the symbiotes disabling their freedom.

"I'm coming too!" Raven joins, and together, the bandit and mutant fight against the symbiote army, but soon become overwhelm by their strength and numbers, rolling over to the courtyard as more symbiote pile up on them.

"NO!" Spider-Man shouted from the aircraft. Not wanting his friends to die or get turned into symbiotes themselves, both he and Toxin jump from the hovercraft so they could confront them.

' _Hey Spidey! We just got back from lunch. Have you found my mom yet?'_ A wild Yang starts talking inside his head.

In front of the heroes is an angel statue, looking beautiful and angelic as ever, that is until a couple of crazed lunatics sliced up the upper half of the statue in a diagonal style, with the head rolling close to Peter's shoes.

"Oh no…I don't think your mom is too happy with me at the moment." Spidey responded.

' _Why?'_ Yang asked.

" _ **Who are you talking to, little Spider?"**_ The distorted, but monstrous version of Raven's voice interrupts their inter-dimensional conversation.

" _ **You're about to find out."**_ Toxin said, getting into fighting formation.

" _ **Ugh…Finally…I'm the biggest guy in the bar!"**_ A bulky, symbiote version of Wolverine jumps down from the broken half of the angel statue. And walking out of a red/black portal that opens up in front of the heroes is a symbiotic version of Raven Branwen, wearing her corrupted Grimm-like skull mask to make herself even more intimidating.

" _ **And now let's see which one of you is the real chicken here!"**_ Symbiote Raven said, with her and her symbiote mutant friend unleashing a ferocious roar at Spider-Man and Toxin.

Watching from Remnant, Yang and the rest of her friends look extremely wide-eyed to see both Wolverine and Raven, two very skilled combatants, have been fully infected and corrupted by the G-Symbiote. _"MOM!"_ The blond daughter of Raven shouted so loudly in Peter's head.

"LOGAN! RAVEN!" Spider-Man yelled out their names in hopes that somewhere in that symbiote they are still alive in there, but not even his voice could dig deep enough through that thick goop they're covered in.

With incredible speed, far surpassing their previous limits, the friends-turned-symbiotes tackle the heroes with incredible force, with Wolverine focus on killing Spider-Man while Raven is focus in slaughtering Toxin.

" _ **Come on, Spider-Kid. Let's see what you can do against someone that knows how to fight."**_ Wolverine speaks, using his Adamantium claws to fight against the kid wall-crawler.

"Wolverine, no! You have to get that thing right off you!" Spidey said, shooting hundreds of web bullets in an effort to slow Logan down, but the symbiote mutant laughs it off and swipes him away like a bug.

"Wolverine! Listen to me! Fight this thing!" Spider-Man kicks the mutant in head and then proceeds to tornado kick him multiple times before bouncing off his body.

The impact from those kicks flung the infected mutant to a nearby symbiote pod, where he gets the sick idea to absorb its power to give him a layer of spiky armor, _**"I'm gonna gut you!"**_

"Wolverine…!" Spidey continues to fight and struggle against Wolverine, but his century-year-old fighting experience, as well as his annoying-as-hell healing factor is making it extremely difficult to fight or even talk to him, but that's not stopping the webhead from finding new ways to take him on, using the environment to his advantage in breaking off his spiked armor.

The symbiote version of his favorite-to-tease mutant snarls at his annoyance, _**"I've wanted to kill ya ever since the first time we've met."**_ He said before charging towards Spider-Man for another gut show.

"Be that as it may, I rather you weren't so excited in killing me right now!" Spidey retorted with a web strike to the chest, vaulting over his head and attaching a web strand to his back and proceeds to throw him across the courtyard.

Over at the side of the church courtyard, Toxin and the Symbiote Raven were in a brief sword clash with each other's arm blades until they back stepped from one another to get some breathing room. _**"You know, I've heard so many stories about you, Raven,"**_ Toxin starts circling around the infected bird, with Raven doing the same to keep a better eye on her, _**"They say you're a cunning leader, that you're strong, that you're clever. Hmph. Guess they've forgotten to say how weak-willed you are if you could get corrupted so easily by mere space goop."**_

" _ **Yeah. Keep talking, little, miss 'queen of egos',"**_ Raven retorted back at her, _**"Don't act all cocky just because you're apparently a god now? Once you've let that power consume you, this battle will already be decided."**_

" _ **The old me would've, but I've learned from my mistakes, from my past. Now I want to use this power to learn more about myself and the future that waits for me. And I think I'm gonna start by cutting that symbiote right off your wretched skin."**_ Toxin's eyes start blaring orange as her body starts to change, _**"Symbiote Change: Taurus Change!"**_ Cinder's symbiote protrudes two black horns from her head, as well as gaining horseshoe-like shoulder plates. In this form, her fire powers have reached a whole new level than they previous were. _**"Hope you're ready, Toxin, 'cause we're about to have some roasted chicken tonight!"**_ She said with her symbiote arm blade ignited for battle.

" _Oooo, is it delicious?"_ The Toxin symbiote starts talking inside her head.

" _ **The best!"**_

The Symbiote Branwen growled and her eyes blaze in red energy from the ISO-8 she possesses. She fuses her great sword weapon with her own body, making her arm blades looking a lot deadlier than before, _**"Bring it!"**_

 **BGM-RWBY Volume 5 OST-All Things Must Die**

The most skilled symbiote warriors this town has to offer begin their chaotic battle against each other. They strike at each other with flurry of vicious sword strikes, with the symbiote bird quickly switching her arm blade's color to match each of the nature's elements in order to match with Cinder's power, but in her Taurus form, she burst out a cesspool of flames that knocks Raven away a few feet. The battle intensifies and their auras raging so hard it causes earthquakes and tremors that shakes the entire church area, and their section of Manhattan as a whole.

"Wow, they're really going at it, huh Logan?" Spidey quipped during his battle against Symbiote Wolverine.

" _ **Shut it, bug!"**_ Wolverine said, throwing Spider-Man across the yard.

Toxin conjuring up a giant flaming-electric sword while Raven uses her ISO-8 to create a massive electric-ice sword. They continue their clash in the air, with Raven using a symbiote pod to gain more power and sprout wings from her back. They fire numerous sword swings at one another, sometimes getting successful hits while sometimes they don't even connect. Eventually, Raven saw an opening for an attack and axe kicks Toxin to the ground. Before she could stand up, Toxin is strike from the back by the symbiotic bird and to the wall of the church. Raven elongates her arm to Cinder's neck while cackling like a crazy lady.

"Hey crazy lady! Think fast!" Spidey throws the symbiote Wolverine at Raven, freeing Toxin from her intense grasp and Peter helping her up her feet.

The two monsters roars at their adversaries and proceeds to jump and leap to the bell chamber up top. They use their monstrous strength to let loose the bell and throws it down to Spidey and Toxin. They think and think on what to do until they quickly decided to roll out of the way before they get smooshed by the giant bell.

As the heroes-turned-symbiotes land back to the ground, they both see Spider-Man impressively lifting the huge bell on his back, releasing a loud scream as he does before throwing it at them. The symbiotes quickly counter-attacked and knocks it back to them, but Spidey and Toxin quickly retort by jumping to the air, attaching a couple of web strands to the ground, and kick the bell right back at them. They again retaliate, only this time by completely destroying the bell so it won't get used by them again.

 **BGM End**

" _ **This ain't over by a mile!"**_ Symbiote Wolverine proclaimed.

"Good, 'cause we ain't done beating on you two yet!" Spider-Man said while pointing at them.

" _Uh, you do realize one of them is my mom, right?'_ Yang intervened from Remnant.

" _ **Who's trying to kill us! Have you forgotten that little detail?"**_ Toxin responded.

" _ **Hey, Wolvie, how about we switch dance partners for a bit?"**_ Symbiote Raven asked Logan.

" _ **Fine. I was getting sick of the kid's jokes anyways."**_ Wolverine agreed to the switch.

Logan darts at Toxin, who wasn't expecting him to attack her, while Raven charges in to fight Spider-Man with her huge arm blade, _**"I'm gonna slice you to ribbons!"**_

"Awww, you need ribbons for your hair. Little ribbons maybe." Spidey retorted, kicking Raven in the jaw before tossing her to the ground with his webbing.

" _ **So annoying!"**_ Raven burst in ISO-energy, knocking Spider-Man to a brick wall.

He quickly recovers and webs up Raven's face before she could stab him, holding her arms so she won't use them or even move, "Alright Raven! This has gone far enough! I know you're still in there! Fight that thing that's controlling you! Remember your tribe! Think of your family! Think of your husband! Your daughter, Yang!" Raven managed to break free from that arm lock she was placed in and confronts the little Spider, "Is this what you want to become?! A monster?! You may be a little bonkers in the head, but I know there's good in you! You just have to let it free!"

" _ **Me? A monster? Huh. Look who's talking? Compared to you, I'm the nicest person on the planet."**_ Symbiote Raven responded.

"What?! What do you mean by that?!" Spidey asked, but before he could receive a proper response, his face is slammed to the ground by the symbiote Branwen and she starts beating on him senselessly.

' _Mom! Peter!'_ Yang can do nothing but watch from another dimension while her own mother beats the life out of her boyfriend.

When she thinks Peter had enough, Raven throws in and fires a dark red barrier from her palms and encase and freezing Peter in its intense force. "Arrgh…Incredible…!" Spidey said while frozen in inside that barrier. "The symbiote and the ISO-8 she's holding has evolved her Semblance to the point she can weaponized her portals, freezing anybody that's caught by them in space/time. I can't break free."

The symbiote mother of Yang cackles a distorted laugh at Peter's weakened state, _**"You've had this coming, Parker."**_

"Raven…Please…Stop this now, before you lose yourself for good to that symbiote…" Spidey said, struggling to break free from his imprisonment. And with Toxin too occupied with Wolverine to help him, he's stuck in there.

" _ **Why…"**_ She said so creepily, almost like she's a snake, _**"It's because of your eternal sin is why everything is in disarray."**_

 **BGM-Dragon Ball Super OST-Black's Frustration**

"Sin?!" Peter asked, confused.

' _What is she talking about?!'_ Ruby telepathically asked.

" _ **Your very existence is a sin in this universe."**_ Raven starts speaking and explaining her psychotic actions. _**"You say you fight to protect others, but instead you just cause more suffering. You've hurt more people than actually helping them. I'm not surprised. After all, your powers did come from that evil man, Norman Osborn, weren't they? Your DNA was used in slaughtering millions during the Goblin War a few months back, which may I remind you, most of them were my fellow tribe members. Most of the symbiotes in this city have your powers. Heck, Salem wouldn't have been so interested in the symbiote if YOU didn't bring it here to Earth in the first place."**_

"It's not like I knew the thing was sentient and wanted to destroy mankind!" Spidey argued while struggling to break free from the sphere.

" _ **Still, your dark heritage is the reason most of us won't find peace."**_ Raven counter-argued. _ **"You like to act you've moved on from the past, but deep down you're still buried and obsessed with it. Having not learned a single thing after all this time. After everything you've gone through. You're no hero. You never were. You're more of a monster than Salem. Hmph. It's no wonder your precious uncle died.**_

Those mere words about his uncle's death instantly triggers Peter, getting his rage fired up. "What did you say?" He said with malice filling his voice, and his symbiote slowly starting to manifest around his body.

From Remnant, Madame Web and the others notice Peter's symbiote flaring up from his anger. _'Oh no. Don't listen to her, Spider-Man! She's not herself! She's just trying to rile you up!'_ Madame Web warns him, but it would seem Peter's steadily increasing anger is blocking her words of caution.

" _ **Your uncle and the many people you've sworn to protect would still be alive if you tried harder, or better yet, you never existed."**_ The corrupted Raven continues taunting Peter, which in turn, fuels his rage and the symbiote he bears. _ **"This entire situation is entirely your fault! I, and many countless others have become this because of you! You could say you're the real mastermind behind this! Not Salem!"**_

' _Mother!"_ Yang shouted.

' _Raven! Control yourself!'_ Ozpin shouted.

 **BGM End**

Spider-Man's symbiote starts to grow stronger and stronger, fully manifesting and giving rise to his black suit while trapped in that space/time sphere. The skies above turn red, and the clouds produce heavy amounts of thunder and lightning, all coming from Peter's quiet rage alone.

During her fight with Wolverine, Toxin's own symbiote senses picks up the destructive power coming from Spider-Man. _**"Oh no. It's happening again."**_ She said while looking at where Peter and Raven are standing.

The Symbiote Raven shows off her demonic-looking arm blade and stares at Peter, intending to finish him off for good. _**"I really wished you put up a better fight than this, Parker. I was SO longing in seeing what makes you so great in my daughter's eyes. What a disappointment."**_ She said. Then, as she pays close attention, she hears a lowly, but creepy sounding cackle coming from the black-suited Spider-Man that's imprisoned in her sphere, _**"Hmm? Do you have something to say?"**_

 **BGM-Megaman Battle Network 6 OST-Surge of Power (ToxicxEternity Metal Cover Version)**

"If it's a fight you want… _ **Then I'll fight!"**_ Spidey responded, almost in a demonic tone of voice, just like before when he raged out against Symbiote Electro. A sudden burst of dark purple energy releases from the space/time bubble that almost blows away Raven from the sheer force of that aura, and the only thing she sees inside the malevolent aura are two, very sinister red eyes that, in a blink of an eye, now sports six more, small but ominous-looking eyes, with three of them parallel to one another.

In a quick flash of speed that not even the symbiote-enhanced Raven could detect, she is beaten relentless by light-speed movements, tearing through her defenses within a second simply by dashing. _**"What is this power?!"**_ She asked herself, wondering where this extra boost of dark power came from. Her train of thought is interrupted by the dual-style roar from Dark Spider-Man, barely catching a glimpse of his monstrous appearance through the smoke before outright getting pummeled and knocked around like a ragdoll.

When she slowly starts to stand up from the ground, she sees Dark Spider-Man menacingly looming over her, looking how he did before but with a slight new appearance. He still looks a lot like Spider-Carnage but has those same many red, sinister spider-like eyes while he was transforming. He has two new pairs of arms for him to use in combat. He's also looking a little like a humanoid Beowolf Grimm, with some white spikes sprouting from some parts of his body, and has sharp claws on top of his claws, and also spiked feet. _**"What's wrong? Isn't this what you wanted?"**_ Dark Spider-Man darkly asked his weakened opponent.

' _Oh no. I wasn't expecting the symbiote to take over his Other's dark half as well.'_ Madame Web said while watching the fight from Remnant.

' _Spider-Man!'_ Ironwood shouted.

" _Snap out of it!'_ Jaune also shouted.

' _That isn't you! Get it off!'_ Pyrrha joined in.

' _Peter!'_ Ruby shouted his name, but all of their voices fall on deaf ears as Dark Spidey continues to menacing toy with Raven.

Try as she might, all the power in the world doesn't seem like it'll work on this dark version of the world's greatest hero, dodging and breaking through all of her defenses with the murderous intent to kill. _**"Kumodama!"**_ Dark Spider-Man creates dark sphere of pure negative energy in his hands, extending his arm and pile drives it to Raven's chest. Just before she could land, Spider-Man so happens at the spot she was headed and get his right fist ready. _**"Tsuchi Shoryuken!"**_ He launches a devastating purple uppercut made of purple flames that sends Raven skywardabove the church. He immediately appears in the sky, gathering the darkness in his hand as swirling energy before using his energy-infused fist to smack her face down crashing to the church below. Spidey doesn't stop there, as he powers up his dark purple auraand cups his hands together for one last attack. _**"Messatsu Gou Hadou: Agyou!"**_ Parker fires a humongous beam of purple energy that almost obliterates the church building, creating intense wind shockwaves that not even Toxin and Wolverine could barely hold against.

 **BGM End**

Dark Spider-Man lands to the now destroyed church building and fins Raven, with her symbiote gone and destroyed, freeing her from its influence, but the rage-filled symbiote Spider-Man is showing her no mercy, even though she's free. _**"Prey!"**_ He lifts the barely conscious Raven by her shoulders and glares at her weakened state. He reels back one of his hands and pops his talons, ready to end this and cross to that path of no return, _**"Kill!"**_

Just when you think Spidey's about to do it, killing an innocent, a good friend and ally while blinded by his own rage, someone manages to stop him by shouting his name. _'PETER! STOP!'_ It was Yang's voice that starts talking to him, just mere moments before he could poke Raven's eyes out. Spider-Man stops moving, hesitant to continue with the kill. _'I know you're in there! Fight that thing!'_

' _Come on, Peter! Your stronger than this!'_ Ruby joins in.

' _You can't cross that path! Not now, not ever!'_ Weiss said.

' _This is what Salem wants! Fight it, Peter! We can't lose you!'_ Blake spoke up as well.

" _ **Girls…"**_ It would seem that somewhere in that symbiote, their voice reached out to Peter's inner soul. He lets go of Raven's defeated body and tries to take off his own symbiote. _**"RRRRAAAAGGGHHH! GET OFF OF ME!"**_ He roars out to the heavens, screaming intensely while trying to rip the symbiote off of himself, but with little effort and success. He even slams his fist to the ground to force it off, but again with little success

Back at the courtyard, Toxin is still having a heated battle against the seriously stubborn Symbiote Wolverine, hearing Spider-Man's roars and spots him desperately trying to take off his suit. _**"Damn it. His suit! We need to get it off of him!"**_ Cinder said while clashing blades and claws with her psychotic dance partner.

" _Hmmm. It doesn't seem like my previous trick won't on him twice. How about we electrocute him?"_ The Toxin symbiote responded.

" _ **Electricity? Where can we gather that much energy to rip that symbiote apart?"**_ Cinder asked her new, close, extremely close, partner.

" _Haven't you tried that 'Ionic Storm' move that guy with the starfish for a face used on him before?"_ Toxin asked.

" _ **I don't have that ability."**_ Then, in a quick instant, Cinder symbiote changes into her Crown Change Symbiote form, gaining extra layered extensions on her shoulders and head, and her palms cackling with highly dense red electricity.

" _You do now. Don't you know? One of my special abilities allows me to copy the powers of any baddie with a crazy superpower and use it as my own. Try it on Spidey and Wolvie here."_ Toxin instructed.

With little time to act, Cinder gathers enough electric energy from her own body and the thundering clouds above and begins her attack. _**"Ionic Storm!"**_ She fires incredibly bright, and shockingly red lightning strikes from the skies above right on top of Spider-Man and Wolverine, weakening the latter's symbiote while also weakening the former's, allowing him to depower back to his classic costume.

' _Spider-Man!'_ Ruby shouted as he weakly stands up from the ground.

' _Are you alright, Peter?!'_ Glynda asked him as well.

"Uh…My head. Stop yelling inside my head...This is how serial killers are born, you know." Peter joked, signaling he's back to normal for the moment.

' _Woo-hoo! He's back to normal!'_ Nora cheered happily.

' _Peter, are you alright?'_ Ren asked him.

"I'm fine, but-WAIT! Raven!" Spidey turns to where he left Raven's unconscious body and hurries to her aid. "Oh no, oh no! Please tell me I didn't kill her!" He hopelessly said while attending to her body.

"Ugh…" Thankfully Raven wakes up from his shouting and annoying voice, "Would you shut up for just one second?" She weakly asked as Peter helps her to her feet.

"I'm so, so sorry. I didn't mean to-."

"It's alright, Peter…It wasn't your fault." Raven said, completely exhausted but alive.

"Guys, I'm…sorry you had to see that." Peter sadly apologizes to his friends that were watching from Remnant.

' _Nah. It's okay. Like my mom said, it wasn't your fault. It's that evil suit you're wearing.'_ Yang said to him, already forgave him.

' _Yeah! We're just happy you're back to your old self again!'_ Ruby said, sounding very cheerful to brighten up the mood.

"Yeah…" Spidey said, miserably turning his head away from Raven, still feeling really guilty over what he's become and what he almost did, _"What am I: A hero? A monster? Or something worse_?" He quietly asked himself in his private thoughts as he and Raven walk up to where Toxin is.

 **BGM-Shadow the Hedgehog OST-Sad Ending**

All three of them stand above Wolverine, who is clawing away the last remains of his symbiote while growling like an animal. "Uh. Do you seriously have to do this? Doesn't that hurt?" Cinder asked without her mask anymore.

"Yeah! Like hell! I'll be with you guys in a minute, and thanks!" Wolverine said, chopping the last remains of the alien slime and slowly stands up.

"Your welcome, I think. Sheesh, talk about cutting yourself down to size." Cinder quipped.

"Yeah, well, I prefer life this way. It's who I am." Logan told her.

"Must be nice…" Peter depressingly spoke up, getting all three of their attentions.

"What?" Logan said.

"Knowing who you are." He replied to both his friends on both worlds watching.

"But, don't you already know who you are?" Cinder asked him.

"At first, maybe, but recently I'm not so sure," Spidey raises his hands in front of his face and deeply stares at them, "What Raven said was right: I'm a disastrous science experiment who was born by mistake, and caused so much destruction with my mere presence alone. Just like the Grimm, just like these symbiote, I should not exist in this world. Maybe that's the answer I'm looking for…" He said, now looking even more depressed than usual, more so than anyone has ever seen from him before.

"H-Hey! Don't be rash!" Raven starts arguing with him, but he barely pays attentions, "Don't take what I-what the symbiote said close to heart. You're…" Unfortunately for her, Peter sadly walks away and web swings before she could finish.

"Kid…" Logan calmly said, getting Cinder's attention, "Go to him. He needs a friend to watch his back right now."

"Okay." Cinder nodded and web swings to catch up with Peter.

' _Oh Peter. I've never seen him so depressed before.'_ Ruby said while watching this scene, almost tearing up.

"Gah. It's all my fault. Why did I…Why did I let myself get controlled by that black ooze?" Raven asked herself, feeling extremely guilty for driving Peter to great, self-depression. She's definitely grown a strong bond with Peter over the months ever since they've first teamed up to stop Goblin. It's almost gotten to the point she even sees Peter as a son to her, but her actions while being possessed by the symbiote has driven him away, "Now look what I've done." She starts to get a little teary-eye herself, but does a good job in hiding it from other.

' _This isn't your fault, Raven,'_ Madame Web assured her, _'The symbiote was controlling you just in the same effect its' controlling Peter now. It has influence his inner moral dilemma in a negative light. It's not so easy to break free from.'_

"But still-?"

' _Mom. Just trust that Peter will be fine. It may look bleak for him now, but he'll prevail, just like he's always has.'_ Yang talked to her mother.

"Yeah…Yeah, I hope your right." Raven said when looking to the sky above themselves.

* * *

 **BGM- Spider-Man: The Animated Series OST (1994)- Ending Theme**

 **Cinder: Hey, this is Cinder. Ugh. Why am I doing this again? Anyways, Spidey, are you gonna be alright?**

 **Spider-Man: Yeah, yeah, I'm fine. Don't bother me.**

 **Cinder: Good, because we need you to focus. We need to protect the people of Harlem while we're heading towards Fisk's tower, so stay sharp.**

 **Spider-Man: Wait. Where's MJ? She's not…**

 **Next time on Spider-Man and Cinder: Flaming Web of Light and Shadow-**

 _ **Path to the Truth**_

 **Cinder: Why is it so hard to spot a red-headed girl in this godforsaken city?**

* * *

 **KFX here: Seems like Peter's suffering from "Shadow the Hedgehog" Syndrome. Well hopefully he gets that sorted out soon since this story is almost reaching its climax. And yeah, yeah, before anyone ask, I gave Cinder some moves from One Piece's Ace, 'cause why not.**

 **I also have a poll opened up on why profile page to see if any of you are interested in me opening up a forum page for story discussions and such. Poll will be closed on March 17. So forum or no forum? The decision is yours to make.**


	18. Issue 17: Path to the Truth

_Issue 17: Path to the Truth_

Following the intense and savage battle against symbiote-possessed versions of Wolverine and Raven Branwen, Toxin, and a heavily depressed Spider-Man, swing through the night of the infested New York City so they could meet with MJ, Luke, and Qrow back at Harlem.

While swinging, the Toxin symbiote's stomach starts to growl and begins complaining to Cinder, _"Cinderrrrr. I'm hungry."_

" _ **Stop whining, Toxin. We'll grab a bite to eat later."**_ Cinder replied, not in the mood to feed her partner.

" _But I'm hungry now. I want to eat something."_ Toxin whined.

Cinder let out a tired sigh, as she's already had enough of the baby symbiote's immature whining, that, and she's a bit hungry herself at the moment, _**"Alright, fine. What do you want?"**_

" _I don't know. What do most symbiotes' eat?"_ Toxin asked its host.

Cinder goes into deep thought for a moment to remember what symbiotes actually eat, _**"Well, besides brains, I think symbiotes also like to eat chocolate. Why? Something about they have similar chemicals I think. I remember Venom eating a SMORGASBORD of Hersey's chocolate bars one time after a mission. Ugh. I don't think I've ever stepped into a room so filthy in my life."**_

She takes a few seconds to drop to the quiet streets below in hopes of finding a store that wasn't destroyed or surrounded by hungry symbiotes. She quickly spotted a decently intact corner store locked up from the inside out, but that didn't stop her from punching the boarded windows with an elongated symbiote fist. Once inside, she sensed no one was in the building, believing they've evacuated or are dead. She swipes a few dozen chocolate bars from the open counters, putting a couple in her symbiote pockets just in case they get hungry again and then swings so they could catch up with Spidey.

Cinder unwraps one chocolate bar and starts chewing on it, filling her's and Toxin's stomachs. _"Mmmm. This chocolate stuff is good. I can't wait to have more. Thanks buddy."_ Toxin said while consuming the chocolate from their pockets.

" _ **Your welcome, Toxin."**_ Cinder said kindly.

They managed to catch up with Spider-Man, who hasn't said much a peep ever since they left the church. _"Hey. What's wrong with Spidey? He hasn't made one of his funny jokes in a while."_ Toxin asked Cinder on Spider-Man's current condition.

" _ **Oh man, you really are a child if YOU think his jokes are funny, but you're right, something is wrong with him. He's in pain. More mentally than physically."**_ Cinder sincerely replied, staring behind Peter with a worried look on her mask.

" _Is it because he almost killed that old birdy lady?"_ Toxin asked, remembering the event when Spidey's symbiote went crazy, filled with rage and almost killed Raven.

" _ **Spider-Man's no killer, even to those that rightfully deserve it. It's against his morals to cross that line. To cross that line to the immortal, corrupted darkness. Because he knows once he sets foot over it, he'll be forever changed."**_ Cinder explains to Toxin, landing on top of a street light before continuing her little conversation with her other, _**"That symbiote he's wearing is messing with his head. Turning all his morals upside down erratically. Taking advantage of his many past mistakes and failures to gain dominance, and its slowly winning."**_

" _Wow, that sucks."_ Toxin responded.

" _ **It does,"**_ Cinder replied, looking a little depressed herself, visibly showing she has a soft spot for Peter and hates seeing him in so much pain, _**"Behind that annoying banter of his is a wounded kid. He's suffered tragedies and pains I've never heard or experienced before. I know it ain't easy, but he's got to learn to let go of the past. He can't keep going on like this. He's got to forgive whatever sins he has made and move on. No one should live a life made of pure guilt. It'll eventually consume and turn them into something else when left unchecked."**_

" _You really care for Spidey, don't ya?"_ Toxin asked her.

" _ **Spider-Man has inspired a lot of people, including me in some way,"**_ Cinder starts answering when she continues her web swinging, _**"I would've never gotten you or become so powerful if it wasn't for him. Just wished I could do more to help him, but unfortunately, I'm not very good at being a 'people-person'."**_

She managed to catch back up with Spider-Man who is still silently swinging through the city, not murmuring a single word from his usually big mouth, but instead he's talking to himself in his thoughts to sort out his dark issue he's dealing with. _"What's wrong with me? Why do I feel so…disconnected with myself?"_ He asked himself in his own mind. _"I feel so confused. Like I don't even know who I am anymore. I know it's the symbiote changing me, but…could there be more to it? Is it also my inner darkness trying to take over me? If that's the case, then there's even more reason not to bother with this 'Perfect Synchro' thing everyone's been talking about. I don't want to use a power that could turn me to a killer or a monster. But at the same time, I really liked that power. Not the symbiote but that dark power inside me. It felt so incredible. But I hurt Raven with that power. Almost killed her. I could never forgive myself for such a tragedy. Just like I could never forgive myself for my countless other failures. How do guys like Logan and Shadow do it? How do they learn to let go of the past? Each time I try to, I never could because it's too much to forgive and forget. Just wished somebody could give me the answers, show me the truth, all of them…before it's too late."_

* * *

 **Harlem**

The civilians of Harlem have gathered together and are about to transit to S.H.I.E.L.D. headquarters, though this small journey will be really dangerous with the malevolent symbiotes still roaming the streets and walls. Mary Jane, Luke Cage, and Qrow have just finished rounding up the last civilians to their transport cars when Spider-Man and Toxin arrive at the park.

"Spidey!" Luke and the others turn to their friendly neighborhood web warriors, "Man, am I glad to see you."

"Thank god you're okay." MJ said to Peter while giving her ex-boyfriend a hug.

"We heard what happened from Madame Web. Hope my sister didn't cause you guys too much trouble when she went all symbiote. I know full well how troublesome she can be." Qrow said to the web warriors, while scratching his own, messy hair.

" _ **When you have big clippers like mine, clucking her wings wasn't too difficult to cut off."**_ Toxin quipped, morphing her right arm to resemble big scissors to go along with her witty remark.

"We're spread thin. I've got to take the lead convoy. MJ can ride with me." Luke told the webheads.

"I'll help you two protect the area, then we can guard the last convoy on our way to S.H.I.E.L.D. headquarters." Qrow professed, carrying his big sword on his back.

"Are you sure?" Spidey asked MJ beside him, worried about her safety if he's not around to help her.

"I'll be fine," She puts her assured hands on his chest, "Let's get EVERYONE out of here."

"Good luck brotha." Luke waved to Peter just as he starts walking away to the lead convoy.

"You too." Peter replied.

"See ya on the other side." MJ said to him. Before she leaves with Luke, she puts her hands on Peter's shoulders so she could get him to promise her something, "Promise me and the others. No. More. Dark suit."

"I promise." Spidey vowed to her, but deep down he's not completely if he could keep that promise but will try his best anyways.

* * *

 **30 minutes later…**

 **BGM-Megaman ZX Advent OST-Path to the Truth (Tunes Ver.)**

Thanks to the S.H.I.E.L.D. security domes that repels any symbiote confrontation, all convoy cars have safely left to the resistance base at Fisk Tower, leaving just one last convoy to protect until all of Harlem is empty of human life.

"Alright, team! Just one more convoy to go! Let's escort these last batch of civilians to HQ!" Qrow announced to Spider-Man, Toxin, and their S.H.I.E.L.D. allies. "Tinkerer's weapon will be done soon, so let's not end this day on a failure!"

"Got it!" The web warriors agreed.

The heroes escort the small convoy to the many security domes that's scattered throughout the area, fighting and destroying all the aliens that dares to get in their way of protecting these people. Along the way, the convoy is forced to stop when it spots two symbiote hives blocking their path. Spitting out from the pods are never-before-seen variations of black/purple symbiotes: A couple that has a frightening, humanoid body shape, a few that's slightly bulkier and holding a slimy bomb ball, some wearing blue armor and holding a white phantasm in their right hands, and one that's huge, fat, more purple than the others, and has a huge eye on its chest. And what's more disturbing is that all these new symbiotes have the same face, eyes, and elongated tongue belonging to Venom.

"Ahhh, great. Not these guys again." Qrow complained, regrettably recognizing these dangerous looking symbiotes.

" _ **What are they?"**_ Toxin asked the Branwen Huntsman on who they've encountered.

"We call them Mystic Symbiotes: Mystically enhanced G-Symbiotes made possible by Salem's dark magic," Qrow started explaining, "They're the most dangerous types we've encountered yet. Even me and Luke had some trouble dealing with these jerk-offs."

" _ **I can see why this could be a problem. It really does seem her power has become nearly godlike."**_ Toxin responded.

Spidey lowly growls to himself, clenching his two fist in silent rage, "I'm getting tired of playing her sick little game," He proclaimed with his serious voice, then getting into fighting position to fight these things, "Let's end these guys and move on already!"

Toxin and Qrow nod in agreement, joining Spidey in fighting the corrupted Mystic Symbiotes so they could get this convoy moving. The serious web-slinger charges at the skinny Mystic Symbiote Stalkers as they begin to swarm him with their mob-like personality, but that doesn't worry Spidey one bit. He quickly forms a web scythe and uses his remarkable speed to his advantage to cut the bodies and heads of the Stalkers in rapid succession. He combos another batch, spinning his scythe in the air to destroy the rest, ending his insane combo by throwing his scythe at a Mystic Symbiote Bomber.

The Bombers uses their bodies to produce explosive symbiote bombs and sadistically throws them at the Spider. He dodges and kicks a few of the bombs back to their original owner, throwing a giant web punch as a bonus. He wraps his foot in webbing too to give his next kicks that extra oomph. The Bombers retaliate his intense strikes with more bombs, but Peter repels and throws them back with his webbing and a couple of Hadoken shots, destroying the bombers.

Qrow takes on Mystic Ghost Summoners and the phantasms they throw at him, retorting with shotgun shots to take them out. Because the summoners wear impenetrable armor, it's not easy for the nasty, old crow to simply chop them up like the other symbiotes. Thankfully he's dealt with them before, and has learned their weak spot. While they are summoning, the summoners accidently expose their power center, which appears very fragile to any extensive blow. Qrow switches to his sword and starts slashing their cores until they all resort back to icky goop on the floor.

Now with Toxin, she's taking on the most 'powerful' symbiotes that's been ever created: The Mystic Symbiote Warrior. She symbiote changes into her Virgo Change form, giving her shoulders and head boxed extensions that look unfitting and almost separated from the body. Popping out claws similar to Wolverine thanks to her 'Get Ability' copying his powers and imbuing them with frozen ice, she starts tearing through the Warriors like a savage. With every stab they freeze, leaving them vulnerable to break like glass from a simple push.

One Warrior uses its ability to morph its arm to a mace and smacks Toxin's face. As she gets up, she is found stabbed in the chest by another Warrior. The monster cackles like Venom, thinking it won, but horrifyingly learns the real truth when Toxin's body grows bulky and her mask forms venomous fangs. She crushes the symbiote that stabbed her with a giant hammer fist, with the massive wound on her chest already healing up thanks to her regenerative abilities, which has also been enhanced after fighting Wolverine by 25%. She summons a massive ice glyph below the remaining symbiote and freezes them all, _**"Magician's Freeze,"**_ which is the name of her chilling special attack.

"Okay! Symbiotes are cleared! Let's keep moving people!" Qrow pronounced.

After passing by the first checkpoint dome, they come across three more pods, with these ones producing old Electrolings that are a pain to deal with thanks to them moving like a lightning bullet. "We can't push through with them on the scene!" Qrow said as he, Spidey, and Toxin move ahead of the convoy to deal with them.

" _ **I can take care of them, no problem."**_ Toxin points her right palm at the hives and Electrolings for her next attack. _**"Precipice Blades!"**_ She manifests fearsome blades made of harden symbiote ooze that rises from the ground that pierces the opposing forces before they could even blink, _**"There. Threat neutralized."**_

 **BGM End**

The convoy has made it to the second security dome without any causalities, but they've encountered another problem over at the next two. The third and fourth security shields have been deactivated thanks to more of those Mystic Symbiotes Stalkers and some Symbiote Berserkers swarming the S.H.I.E.L.D. agents protecting the area.

' _Black Widow to Escort Units: Third and fourth safezone is under attack and requires repair! Repeat: Third and fourth safezone is under attack! Spider-Man, you and Qrow leave the convoy to Toxin and move up to the third and fourth safezone. Defend the areas until it can be repaired, then you return to your assignment.'_ Black Widow ordered the kid arachnid and Qrow.

"Roger that. Let's go, old man." Spidey said to Qrow.

"Call me old again and not even your symbiote will protect ya from what I'll do to ya." Qrow took major offense of being called old.

"How about you practice on those other symbiotes for now, grandpa." Spidey joked, angering Qrow as they make their way to the shutdown safezone.

Once they've made their way to the deactivated dome, Spidey and the adult Huntsman work together with the agents in taking on the Mystics, who definitely prove formidable and challenging thanks to their incredible strength, durability, and Venom-like personality. _"Uh, these darn symbiotes. They're really getting on my nerves,"_ Spidey said in his thoughts while fighting the mystic symbiotes. With every intense blow he deals them, it doesn't seem enough to take them down, slowly irritating Peter and getting his own symbiote riled up as well, _"I promised everyone not to use the black suit anymore, but I NEED its power take these clowns down for good. Maybe just for a little bit…"_

"Hey Spidey, you there?" Qrow shouts at Peter to get his attention that the symbiotes have been beaten and the third safezone is back in business.

"Huh? Y-Yeah! I'm here!" Spidey quickly nodded, shaking those malevolent thoughts of putting on the black suit again.

"Good! While Cinder is leading the convoy here, let's move on to the fourth and help out over there!" Qrow informed Peter.

"R-Right. Let's go." Spider-Man responded with a little stutter in his voice.

While Toxin is behind guarding the last convoy to the third safezone, Spider-Man and Qrow move ahead to reactivate the last one. Just like before, they work together with the other agents in destroying the mystic symbiotes from trying to make a permanent mess of the place. The immediate threat has been almost neutralized thanks to these two highly experienced Huntsmen. Qrow is just about done from killing a Symbiote Warrior until he was blindsided from the back by a Ghost Summoner's little ghost buddy. The old crow is wounded but still prime enough to deal with the rest of the oozing clowns, so to make sure he won't be a bother again, the summoner begins an enchantment in its weird, alien language. Then out of nowhere, moving black slime appear beneath Qrow and starts to latch onto his feet, trying to bond and turn him into another maniacal Super-Symbiote.

 **BGM-Spider-Man 3 Game OST-Boss Fight**

"NOO! QROW!" Spidey shouted while fighting a Symbiote Warrior. And with little to no hesitation, he consciously puts on the corrupted black suit and hurries to Qrow's aid before he is completely assimilated. He puts his palm on the symbiote that's trying to control him and begins absorbing it into his own symbiote, granting him extra power and strength.

"Hahaha! Yes! This power…It's incredible!" Black-Suit Spider-Man said with a dark tone. "I feel INVINCIBLE!" Peter decides to put this extra strength to good use by destroying the last remaining symbiotes in the area with numerous tendril attacks and symbiote bombs. "Don't you fools get it! I am unstoppable! I cannot be beaten!" He shatters the seemingly impenetrable armor of the Ghost Summoner with a single punch. "You are all too weak! I'm gonna tear you all limb to limb." He creepily threatened the other symbiotes, stomping one of their legs without remorse. "Come on! Let's get this over with," He said while stabbing a symbiote warrior in the chest, and then another, and another, and a couple more to feed his transformed, sadistic personality, "I said… _ **COME ON!"**_ He burst in a dark purple explosion that scatters and destroys the remaining symbiotes, which simultaneously beasting out back into Symbiote Dark Spider-Man, fangs and everything like when he fought Raven not long ago.

"Spider-Man! Control yourself!" Qrow, holding onto his chest, walks over to the transformed Spidey so he could help him regain control.

" _ **Leave me alone!"**_ Dark Spidey smacks Qrow with enough force to crack the concrete on the building's wall. He turns around to where Qrow got punked back and realized what he's become again, _**"No! Not again! Why did I do that?"**_ Since he wasn't filled with tremendous rage when he transformed, Peter is able, with enough harsh concentration, deform back to normal and hurries to Qrow's aid as the symbiote barrier has been fixed and activated.

 **BGM End**

"Qrow, Qrow! Are you alright?! I didn't mean to hurt you like that!" Spidey said while shaking Qrow's body to see he's okay.

Thankfully, the Huntsman wasn't too badly injured and is already recovering thanks to his aura, "That's okay…I've met women who are much more dangerous than this. I can tell you about them later." He said while slowing standing up on his feet.

"What have I done?" Peter asked depressingly. "I promised MJ, my friends, that I wouldn't use the black suit again. Now look what I did. I couldn't keep a lousy promise like that!"

"Hey, hey, Peter. Don't be too hard on yourself." Qrow comforted Spidey with his hand on his shoulder. "The symbiotes are impossible to control. No one can't be mad at you for this. It's not your fault."

"But…I promised them…" Spidey mouthed in a silent voice.

As he walks away, Qrow hears a 'Thwip' coming from the sound of a web, looking into the air to see Toxin about to land in front of him, with the convoy following not far behind. _**"I sensed a huge spike in symbiote energy. Was it coming from Spider-Man?"**_ She asked Qrow.

"Yeah, yeah. He's okay now. Depressed, but okay." Qrow answered while rubbing the back of his neck. "Look. We're not far from Fisk Tower. How about you two go on ahead while I look over this convoy?"

" _ **Understood,"**_ Cinder nodded and starts walking to where Spidey's standing, _**"Let's go, web man."**_ She said before swinging.

"Huh? Oh…right." Spidey snapped out of his deep thought and starts chasing Cinder to Fisk Tower.

* * *

 **10 minutes later…**

The last of the convoy has arrived and parked over at Fisk Tower, with Qrow assisting S.H.I.E.L.D. and the civilians to their safety quarters inside the building. The Web Warriors are on stake out for any stragglers and danger from the edge of lower-level ridge of the building, but don't see anyone, except for one particular person Peter desperately wants to see.

" _Convoy's in safety zone!"_ A voice from the loud speaker informs all agents and heroes that their current mission is complete.

"MJ?" Peter wonders where Mary Jane is. He hasn't seen her in almost an hour and is starting to fear the worst. "MJ! Cage! No! NOO! NOOOO!" He starts web swinging to the bottom levels of the tower.

" _ **Spider-Man! Wait!"**_ Toxin follows him so he won't do anything reckless.

Spidey rashly lands on the ground, quickly web pulling a nearby goon of Kingpin's to his angry grip, "YOU! Where's Luke Cage?!"

"Hey, take it easy!"

"Girl with the repulsor gauntlets!"

"What?!"

"ANSWER ME!" Spidey angrily throws the man to the ground just as Cinder appears beside the angry webhead.

" _ **Spidey! Calm down! She might not be far off! I'll go start looking for her!"**_ Toxin said before web swinging around the area to search for Mary Jane.

While she does that, Peter web zips to the top of Fisk Tower and starts berating himself for not choosing to be stay and protect MJ, "I never should've let her go!"

"Uh oh, let me guess," Kingpin walks towards Spider-Man from behind so he could start messing with the kid, "Spider-Man saved everyone, but the ones he cares about the most…Some hero."

Taking this to offensive and filled with rage from Kingpin's taunt, Peter puts on his black suit and threatens to permanently knock his lights out, " **Shut up.** " He said with a deep, dark, rage-filled voice. He immediately realizes he's just put on the black suit yet, "No. I promised." And then takes off the black suit.

 **BGM-Beethoven-Moonlight Sonata**

This symbiote invasion, no matter how you slice it, is probably one of the worst invasions New York has ever experienced. Fires are starting to burn out of control. More and more humans transform into raging symbiotes. And what's worse, our friendly neighborhood Spider-Man is at his lowest point yet. He gloomily walks along the battle-filled rooftop he's on, ignoring the pleads for help from both S.H.I.E.L.D. and Kingpin's tech warriors that are getting overwhelmed by the symbiotes. Not even their air support is enough when the symbiotes commit suicide by crashing into them, causing the vehicle to explode upon impact.

As he approaches the edge of the roof, Spider-Man picks up the pace and jumps over for a free-fall, hearing the echoing thoughts of his friends and foes inside his head.

' _You have it don't you…You know what that does to you…You know how it can change you…'_ MJ's warning about the symbiote echoes through Peter's head when he starts web swinging.

' _If that thing gets control over you, gutting is still an option, got me…'_ Logan's words enter his head as he web strikes a wall-crawling symbiote with his feet.

' _You, YOURSELF, have repeatedly reached towards the darkness…Shown your TRUE self even without the black suit…There is no other way to avoid your inner, spiritual torment…'_ Now Salem's words resurface inside his mind while he striking down a couple of Vulturelings and a Snatcher.

' _You like to act you've moved on from the past, but deep down you're still buried and obsessed with it…Having not learned a single thing after all this time…'_ Raven's words, albeit was wonder control of the symbiote, echoes in his mind while Spidey repeatedly web strikes a helpless symbiote.

' _When this is said and done, who will the people remember as their savior…'_ And, of course, last but not least is Kingpin reminding him of who might be the real hero of this tale could be, with Spider-Man stopping on top of a roof after swing kicking a small group of symbiotes.

 **BGM End**

The greatly confused, but silent webhead sees an A.P.C. driving recklessly on the ground until it crashes to a wall and explodes. Wasting no time, Peter starts swinging through the city looking for MJ, savagely destroying as many symbiotes along the way with a killing intent filled in his eyes.

Peter web zips to a streetlight, where he notices a shot down aircraft crashing to the side of a building. Three S.H.I.E.L.D. agents walk out from the backdoor with their weapons armed and ready.

"Move, move, move! Let's go!"

"We've got multiple targets-!" The aircraft suddenly explodes behind the S.H.I.E.L.D. troopers, with all but one falling to their deaths while the survivor is hanging for his dear life on the bars of the ship.

Knowing he might have information on where MJ could be, Spidey web zips to the wall where the aircraft crashed and starts clearing the area of those symbiote monstrosities with excessive force, not holding anything back with his strength as he's in a rush to save the military agent from falling. Luckily, or probably unluckily, a vultureling grabs the agent by its feet and starts carrying him away. Peter quickly leaps through the air while shooting web balls to force the flying symbiote to let go of the agent to his doom, or would've if Spidey didn't save him in time.

"Now where's Cage and his search party?! Where is MJ?!" Spider-Man rashly asked while intensely holding onto the man's armor.

"MJ? I don't understand. Maybe…the secondary rendezvous." The injured S.H.I.E.L.D. agent told Peter on the possible current location of Mary Jane.

"Show me!" Spidey said in a hurry to find her. Following the directions of the military agent, the web-slinger hurriedly swings to the nearby rendezvous point. When he arrives, he carefully gives the injured soldier to the other agents so he could be treated, but that's not the reason why Peter's even here in the first place. "WHERE'S CAGE AND HIS SEARCH PARTY?!" He starts asking the two other agents.

"Who?"

"THE CIVIAIN VOLENTEERS," Spider-Man started explaining to the rightfully confused S.H.I.E.L.D. agents, "PRETTY RED-HARIED! ARM IN A CAST! UGH! YOU'RE NO HELP!" He lets go of them when he hears another agent talk about some vehicles inbound to their direction, "MJ!"

He quickly assists the other S.H.I.E.L.D. agents in eliminating the other symbiotes and pods to clear a path for any civilian vehicle heading their way. And with a great sigh of relief, once all the symbiotes in the area have been taken care of, Spider-Man notices a speeding white car driving reckless through the symbiote line, and the one driving that car is none other than Luke Cage, with Mary Jane sitting next to him on the passenger seat.

They skid over and park in place so they could get out of the car and meet with the resistance. "Let's go!" Luke Cage said to MJ.

When they begin walking to the rendezvous point, Spider-Man suddenly pops up and lands on their car, jump-scaring them for a bit when they noticed it's him, "MJ! MJ! I was so worried!"

"You best play it cool, man." Luke warned Peter.

"Is it really YOU this time," MJ asked Peter while pointing her repulsor gauntlets at him, "I heard what you did earlier." She apparently heard about Peter temporarily using the black suit and gotten all bloodlusty over it's dark power.

"C'mon, we gotta go." Luke said to MJ, not in the mood to talk or even look at Peter.

"Look, look, I promise, I promise, I won't use it again!" Peter repeated to her, but they don't bother listening until the last second.

"You promise? We are WAY past that!" MJ angrily shouted at him.

"We ain't got time for this." Luke said, as he and MJ ignore Peter to the S.H.I.E.L.D. hovercraft that landed next to them.

Spidey wants to talk to her again, wants to apologize for breaking his promise of using the black suit again, but it might be too late as it looked like she might never accept his apology, no matter how hard he tried.

Then, as if he got a strange chill from his shoulder, Peter senses someone approaching from the back of him. He turns around to a big, smoldering fire burning part of the street and notices two, dark, women-like silhouettes that seemed to be covered in symbiote goo. Spidey could barely recognize who they are and doesn't move a muscle.

MJ notices them too and walks back to Peter, "Oh no…Get away! GET AWAY!"

"Come on!" Luke grabs her by the arm so she won't go any further.

Peter is extremely confused, looking back at the strange figures getting closer and closer and doesn't do a single thing to move or escape. He turns back to MJ who says while struggling with Cage, "DON'T do it! Just come with me!" With his morals at their breaking point, and his mind in a complete loop of mix-up and confusion, Peter just stands in place, trying to figure out the good and bad choices he must make, but all this does is leave the two symbiote women to grab him with their black tentacles, getting engrossed by his screams of pain and encasing him in something icky and slimy, with the last thing he sees and hears before he falls into complete unconsciousness are from MJ forced to escape via aircraft, "NO! NO! NOOOO!"

* * *

 **BGM- Spider-Man: The Animated Series OST (1994)- Ending Theme**

 **Toxin: Hey, this is Toxin! Ugh. I don't have time for this. I have to save Spider-Man. That idiot got himself cornered by a couple of symbiotes and is about to become their next meal if I don't do something. Huh? Wait. Isn't that Black Cat and…Emerald? Oh no. Not them too.** _ **Great**_ **. Now I have THREE morons to save. Why is being a hero so hard? How do they deal with this stuff?**

 **Next time on Spider-Man and Cinder: Flaming Web of Light and Shadow-**

 _ **Advent to Despair**_

 **Toxin: If anyone's going to beat Spider-Man, it's me, so hands off.**

* * *

 **KFX here: I should note that Toxin has copied some of the powers from Wolverine and Raven during their fight. Now, as you've read, she has sharp claws like Wolverine's, has the best healing factor out of all the symbiotes, and can create portals that can teleport herself to those she developed a bond with. Now let's give a quick overview of Dark Symbiote Spider-Man:**

 **Brief Description:** **With his and his Other's dark soul completely developed by the symbiote, and under extreme stress or anger, Spider-Man goes into a state I call, "Dark Synchro" (Spider-Man's version of the Satsui No Hado you could say. Opposite to the "Light Synchro (Spider version of the Power of Nothingness)" he's been using with his other forms likes Black Ace and Red Joker since he was using the light instead). He beast out into a monstrous beast that looks like a cross between a humanoid man-spider and a humanoid Beowolf Grimm while all under wrapped by the symbiote. Bloodlust for combat and holding nothing back, Dark Symbiote Spider-Man is nigh-unbeatable thanks to all his unique spider powers and the Spider-God living inside him corrupted by the darkness and enhanced to the absolute extreme. This would be awesome if he could control it.**

 **Abilities:**

 **Kumodama- A dark and dense energy sphere filled with pure negative energy that are very destructive and could almost vaporize everything in the blast area**

 **Tsuchi Shoryuken- A devastating dark uppercut with the powers and strength of a spider brought out full force**

 **Messatsu Gou Hadou: Ogumo- Different from the one he used last chapter, this dark force energy beam is fired by concentrating all six arms of a spider into a single, destructive blast as if you're being hit by six, giant spiders**

 **And a couple more I haven't think of yet.**


	19. Opening and Ending

_Opening_

 **BGM-Full Metal Alchemist OST-Melissa (TV Ver.)**

Opening starts within a black background, with nothing else in sight except two figures standing side-by-side: Spider-Man and Cinder Fall. The scene shifts to the top of the Empire State Building located in New York, where Spider-Man is looking down at the bright city he loves and protects with all his heart. He thinks back to recent events involving his adventures on Mobius and Remnant, remembering all the people, friends, and enemies he's made in the recent months. He closes his eyes to look within himself, his dark self, along with the city suddenly turning pitch black and invaded by rampaging symbiotes everywhere before jumping into the air and free-falls to help out.

The scene quickly changes down to the infested streets below. Cinder is seen alone fighting against an army of symbiotes by her lonesome, that is until Spider-Man arrives and two acknowledge each other's respect before teaming up to destroy the symbiotes together.

The scene changes back to Spider-Man back on the Empire State Building as if nothing happened, except now he's wearing the black suit and swings off into the city to fight crime and his inner darkness:

 **Spider-Man and Cinder: Flaming Web of Light and Shadow**

Spider-Man, back in his red suit, is doing what he does best, beating up petty criminals stealing TVs while making a joke every five seconds. On the rooftop above, Cinder obverses Spider-Man with a small smile on her face. Someone taps on her shoulder and she turns around to see Mercury, Emerald, and Eddie Brock waving at her, with her and Eddie sharing a happy smile with each other.

The scene changes to the symbiote invasion taking place in New York, fires burning everywhere and S.H.I.E.L.D. doing the best they can to control the situation but failing miserably. Spider-Man and Cinder are standing back-to-back on a quiet rooftop, deeply pondering about their own motives and trials they have to overcome. Peter has images of Salem wearing the black suit and commanding the symbiote army as she holds the ISO Emeralds in malevolent delight, the planet Klyntar is seen in its own corner of space, and has nightmares of his own black suit trying to control and turn him into a monster: Symbiote Dark Spider-Man.

Cinder has flashing visions of her and Eddie sitting on a roof while gazing to the stars. Then, Eddie's symbiotes aggressively turns him into Venom, corrupting her once, dear friend into the commander of the symbiote army.

These frightening visions disturb and disgust the two heroes of this stories, confusing them on what they should do next or how they should step forward. They suddenly find themselves surrounded by their circle of friends, ranging from the rest of Cinder's group, Team RWBY, Team JNPR, Ozpin's group, Winter, Raven, some of Earth's Heroes like Wolverine and Luke Cage, Team Sonic, and Shadow the Hedgehog, encouraging both of them to never give up and keep moving forward.

They nod in agreement with their friends' wishes and turn to each other, shaking each other's hands as a bright light flashes, and as that light dims down we see Black Ace Spider-Man and the Symbiote God Toxin floating in mid-air, charging right at Salem and Venom for an explosive battle.

On Remnant, the students and professors of Beacon Academy are dealing with a planet-wide symbiote swarm about to overtake the school until Shadow the Hedgehog pops out of nowhere and performs a massive Chaos Blast that eliminates almost all of them.

The last scene involves Spider-Man fighting his dark, symbiotic self within his own heart, and once the two clash their fists at each other, a bright and dark light emanates from their clash, and a dark silhouette of a new variation of Black Ace and Red Joker is born from that fusion of souls.

* * *

 **BGM End**

 _Ending_

 **BGM-Dragon Ball Super OST-Ending 10 (A 70cm Square Window by ROTTENGRAFFTY)**

Ending starts by a look at the gloomy sky above the quiet city of New York before rays of sunshine starts to overtake that depressing skylight. The scene shifts with Spider-Man swinging from building to building while the sky constantly changes from dawn to evening and finally the sunrise, swinging as high as he could so he can touch the sky.

The scene shifts again, this time finding Peter out of his costume sitting on the roof of his home at Queens. He notices it just finished raining when he spots a tiny rain drop from a wet leaf hanging from a tree and its branch. The boy continuously stares into the cloudy skies above, hoping he could find his real purpose in his long, harsh life as Spider-Man. He touches the sky only for the sun to disperse the clouds and bring rays of hope and happiness down to the neighborhood he lives in.

We then find Peter running happily on the sidewalks of his neighborhood, seeing visions of his aunt, MJ, his classmates from Midtown High and fellow co-workers from the Daily Bugle. After a few seconds, the scene immediately switches to Spider-Man swinging through Manhattan while receiving images of the Avengers, Nick Fury, Team Sonic, Shadow the Hedgehog, and Team RWBY. And finally, Spidey is jumping and parkouring through the infested New York City while thinking about his enemies, old and new like Dr. Eggman, Doctor Octopus, Green Goblin, Venom, Cinder, and Salem.

The final scene shows Spidey grabbing a hold of a ISO Emerald and the four Relics from Remnant.

 **BGM End**

* * *

 **KFX here: I should've had this typed and uploaded a LONG time ago, but now seems as good as any, I guess. Yeah, I know, pace breaker, but who cares?**


	20. Issue 18: Advent to Despair

_Issue 18: Advent to Despair_

Toxin hastily swings from building to building in the diseased city of New York, in hopes of finding Mary Jane Watson to check if she's okay. The only reason she's even bothering to search for her is to quell Peter's paranoia, as she does have respect for the webhead and hates seeing him in so much pain on top of everything that he's been experiencing lately involving his black suit and his moral dilemma constantly running amok within his heart.

She leaps over to a rooftop building and runs across it before free-falling from the edge and continue swinging, _**"C'mon, redhead, where are you? It can't be that hard to spot you in all this blackness covering this godforsaken city. Why am I doing this again? Right. So I can get Parker to stop whining and junk. He definitely owes me after all of this is over."**_

' _CINDER!'_ A wild Ruby calls out her name from inside her head, catching the symbiote girl off balance from her web and fall to the streets down below.

" _ **Ah great. It's Little Red Annoying Hood again,"**_ Cinder snarled as she stands up from the ground, wiping away the dust covering her symbiote, _**"What is it that you and Ozpin want now, 'cause I'm kind of busy trying to find the Spider's ex."**_

' _Ms. Watson is alright, but we have more important matters at hand.'_ Madame Web said.

' _Spider-Man is in mortal danger, Cinder.'_ Ozpin informed her.

" _ **Gee, what did that idiot get himself into this time?"**_ Cinder calmly asked while scratching her head.

' _He's been captured by symbiotes while trying to find Mary Jane! We saw the whole thing here from Remnant! It was horrible!'_ Ruby sniffed, fighting back a tear.

' _Please, you have to save him!'_ Yang pleaded.

" _ **Wow, you have no idea how ironic it is for you guys to come to ME for help."**_ She shrugged while playfully shaking her head.

' _We still don't trust you, but you're the only one who can save Spider-Man. If he's gone, then New York is finished.'_ Weiss said.

' _Spider-Man wouldn't hesitate saving you if the situation was reversed.'_ Blake said.

" _ **Yeah. I regrettably know him well enough he'll stupidly do that, but fine, I'll go save him. It's not like I have any other choice with the whole world at stake and all."**_ Toxin agreed to save Spider-Man, which pleases Ruby and the others watching from Remnant.

' _Thank you, Cinder.'_ Ozpin expresses his gratitude from Remnant.

" _ **Save it, old man. I'm not doing this for you or your precious girl squad. If anyone's going to beat Spider-Man, it's gonna be me, and I'm not gonna allow some slime balls robbing my goal."**_ Cinder retorted with her arms crossed.

She hears Yang sigh inside her head, _'Typical rival banter. Not wanting to admit they actually care.'_

" _ **Still, I don't know if I could find him in time. He's probably halfway across the city. How will I get to him?"**_ Cinder asked herself, thinking of all of her available options but nothing seems to come up.

" _How about you try that old bird lady's portal powers?"_ The Toxin Symbiote suggested to its host.

" _ **Oh yeah. I forgot I copied that."**_ Cinder stretches her right arm in front of her body and begins concentrating. A red glow illuminates from her hand, creating a red-and-black like portal that forms in front of her.

' _So you copied my mom's Semblance? From what I heard, it only teleports you to people you've bonded with. Ahhh, so that DOES mean you care for him.'_ Yang playfully taunted, thinking it's adorable Cinder actually has a heart for Peter.

" _ **As a rival, not as a friend."**_ Cinder argued.

' _Uh-huh. Keep telling yourself that, Cindy.'_ Yang taunted, which starts to get on the symbiote god's nerves.

" _ **Just shut up and let me save the moron already. I don't have all day."**_ Cinder replied before walking through the portal she created to get to Spider-Man quickly.

* * *

 **BGM-Spider-Man: Web of Shadows OST-Symbiote Invasion (Intense)**

Arriving where Spider-Man was last seen before getting captured, Toxin starts to walk out from her portal to his location. _**"So how many symbiotes are we talking about? 50? 100? 101?"**_ She asked her allies watching from Ozpin's office in Remnant. Once she fully exited the portal, her eyes widen in the sheer number of symbiotes that has overtaken the area.

' _1000 symbiotes.'_ Ruby tittered.

" _ **Ah crap."**_ Toxin said, which causes the symbiotes to growl when they spotted her and starts rushing right towards their false god.

" _ **Symbiote Change: Ophiuca Change!"**_ She transformed her symbiote to have covered boxed extensions and silvery bulge crests on her shoulders and head and begins the rapid onslaught on the massive army of raving symbiotes. She dashes forward and morphs her arm into a huge blade made of electricity but surrounded by a grassy aura, _**"Elemental Blade,"**_ she shouted, slashing side-to-side of the hundreds of symbiotes gunning for her, ending her combo strikes with a vertical-downward slash, taking out another hundred.

Symbiote-variant Grimm of multiple types tries their claws in killing the symbiote god, but they are taken down by a horrendous lightning strike from above thanks to Toxin's Ionic Storm technique she copied from Electro. Noticing more of those mystic symbiotes, Toxin performs a mastered version of Mercury's incredible footwork martial arts that she also copied to devastate the mystics before they could even blink. And with the Semblance she copied from Raven, she creates multiple portals around her enemies to confuse them, stabbing them with Wolverine's claws when they least expect it.

But even with all her powers enhanced to who knows what limit, not even Toxin could take out 1000 symbiotes without getting fatigued minute by minute. _**"Damn. If Spider-Man was here, then this shouldn't be a problem."**_ She said while panting. She quickly looks around and spots big group of symbiotes that are piled over a certain webhead, _**"There he is,"**_ She found Spidey not far from her spot. She tries to run over to help him but the symbiote army surround her, forcing her to keep fighting if she wants to save Spider-Man. _**"Darn it! Out of my way, mud-stains, before you get splattered!"**_ She threatened with her arm blade and continues the fight.

The heroes from Remnant watch as Toxin is holding her own against the symbiotes, but also watch the symbiotes that have themselves piled onto Spider-Man's unconscious body. _'Spider-Man! Peter!'_ Ruby shouted his name, hoping he could hear her through all those symbiotes. _'C'mon! Get up! We know you're still in there! Get up, Peter! Please! The world needs you!'_

* * *

While buried below all those symbiotes, Peter is seen lying face down on the hard concrete unconscious, showing no signs of movement and can't even hear Ruby's muffled voice at all. In his mind he thinks about past events that led up to this invasion: His early fight with Venom, re-bonding with the Black Suit, his brief battle with Salem, his Symbiote Dark Form. All recent memories about himself and his search for MJ. He knows, deep down, that the only way he could escape from this predicament is if he used that dark suit, just one more time. He has to, again, break his promise to his friends if he wants to live. He doesn't like this idea one bit, but if he wants to survive, beat Salem and Venom to save the city, he HAS to do it. There is no other way.

* * *

With a simple thought, the sound of the black suit manifesting is heard from beneath the heavy weight symbiotes. Slowly, the symbiote pile starts to get pushed higher and higher. The sounds of pounding can be heard from underneath that pile. The symbiotes try their best to contain their captive so he won't escape, not until they chew on his flesh until he is nothing but bones, but he's not letting them have that satisfaction. Not one bit.

"Just! One! More…! TIME!" And with all his enhanced strength and anger, Black-Suited Spider-Man jumps up to the air, scattering the black swarm that was trying to contain him to the far reaches of the neighborhood.

' _Spider-Man!'_ Ruby shouted in happiness.

' _He's okay!'_ Blake said.

They all watch as Spider-Man summons his tendrils to sweep slice a majority of the symbiotes with a single attack. He jumps straight into the air and grabs a hold of a hundred more symbiotes, dragging them towards his body so he could scatter them into pieces via a symbiotic explosion. The black webhead ground pounds the ground with a heavy punch before unleashing a horde of symbiote tentacles from his costume towards the remaining symbiotes, completely obliterating all the mindless fools that tried to eat him.

 **BGM End**

The Spider let out a sigh of relief while taking off the black suit once more before confronting Toxin. _**"I knew you were too stubborn to die, or get eaten."**_ She joked.

"Listen, we can't stay here. We have to keep moving." Spider-Man said.

" _ **Why?"**_

"I just saw Black Cat and your local thief buddy, Emerald. They were the ones that attacked me." Spider-Man informed her, shocking Cinder with the news that Emerald really has been infected just like Mercury was earlier.

" _ **Felicia and Emerald?!"**_ She asked with a shocked look on her face.

' _Then you two should move and save them before it's too late.'_ Ironwood told them in their heads.

"Already planned to, Jimmy. C'mon, let's move!" Spider-Man said to Toxin. The web brigade hurriedly swing through the city to find Black Cat and Emerald with the help of their symbiote senses. "We have to be getting close by now!" Spidey said as they feel their targets are not too far off.

" _ **There!"**_ Toxin points below and spots two very familiar, but corrupted people they once knew next to a factory.

When they land to meet their aggressors, they regrettably learn that it really is Black Cat and Emerald, both changed into monstrous, symbiotic versions of themselves. Felicia looks almost nothing like herself, having no clothes or eyes. The only noticeable features she's sporting is a big, fanged mouth and raving white hair made of tentacles. With Emerald, her skin is entirely made of white/pale-green slime. She too has no eyes and a horrific giant mouth with teeth, but does possess a resemblance of her old hairstyle. What's new is that Emerald is somehow in possession of a green E-ISO crystal that's fused to her chest, constantly surrounding her body with a green aura of cosmic energy with emerald colored, glitch-like pixel particles scattered throughout her body.

' _Are those really Felicia and Emerald?'_ Weiss asked with a stunned look while looking at the two.

' _Guess they've forgot to add their make-up before they became all gooey and alieny.'_ Yang joked.

 **BGM-Spider-Man: Web of Shadows OST-Symbiote Boss (Intense)**

Both symbiotes scream between growls, ravaging climbing up the wall behind themselves, with Spidey and Toxin giving chase. All four wall-crawlers hop onto the top of the red-lit rooftop, where the former, symbiote friends growl devilishly at the heroes. _**"There you are, my love."**_ Symbiote Black Cat creepily greeted her ex.

"Felicia! You need to fight that thing! You need to-!"

" _ **I've missed you."**_ Black Cat interrupted Spider-Man.

"That's very sweet, and crazy, maybe scary." Spider-Man yelped when Felicia uses her tentacle hair to latch onto him and drag his body around the rooftop building, leaving Toxin and the possessed Emerald to finally have their reunion.

" _ **Ah, Cinder. You have NO idea how much I've missed you too."**_ Emerald started talking, with her voice being a mix of her normal voice and the growls and distorted sounds of her symbiote.

" _ **I have to agree with the Spider. That is creepy, even for you. C'mon Emerald. Remember who picked you off the streets when you had nowhere to go. I don't want to resort fighting my own best friend."**_ Toxin talked to Emerald, in hopes that her words would reach her soul.

" _ **Best Friend?"**_ The symbiote Emerald began cackling, disturbing Cinder from that distorted laugh. _**"You've treated me nothing more than your slave. Your servant,"**_ She uses her newfound, ISO-8 symbiote powers to summon two, humongous tentacles behind the rooftop, _**"You see this? This symbiote and the power it brings loves me. More than you would ever show."**_ She commands her tentacles to attack Cinder, leaving her no choice but to dodge and fight against her once loyal companion.

Spider-Man throws a couple of punches at his infected ex-girlfriend, which eerily gets her to moan from every punch. _**"Yes, that's it. Hurt me more."**_ She said, double axe kicking Peter in the chest.

"Stop this Cat! I don't want to fight you!" Spidey said, shooting a couple of web balls to blind Felicia for a powerful elbow to the face, then a knock to her forehead by his knee-cap.

The monstrous Black Cat increases the length of her tentacle hairs and repeatedly starts swiping at Peter, sending him flying to a nearby ventilation shaft. Spidey shakes his head just in time to see Cat lunging at him. He quickly rolls under her and counterattacks with a roundhouse kick to the back. Angered, Black Cat unveils her new, demonic Sonic Scream, strong enough to hurt Spidey's ears as well as those watching this battle from Remnant. This sonic scream is so powerful it actually pains Cinder's symbiote. It also summoned some more symbiotes to fight alongside their masters.

" _ **Isn't this nice? We would've been a family if you joined us."**_ Cat said while watching her kids fight Spider-Man.

"Nice?! You think becoming a monster and getting a hairdo weirder than Yang's is nice?!" Spider-Man asked, spinning around like a hurricane to kill the symbiotes surrounding him.

' _Hey! Don't make fun of my hair!'_ Yang shouted, feeling insulted.

"Have you looked in a mirror lately? When was the last time you combed that jungle of a hairdo?" Spidey asked his girlfriend while fighting Black Cat.

' _I hope Cat makes mincemeat out of you.'_ Yang said while watching Felicia smack Peter to a rooftop shaft.

" _ **Fine. I'll snap your spine."**_ Felicia uses her hair to drag Peter's neck to the ground and stomps on it.

' _Yeah! You get him Felicia!'_ Yang cheered for the enemy.

' _Stop cheering for the bad guy!'_ Weiss told her blond teammate.

Meanwhile, with Toxin, the uncorrupted warrior is in the middle of a heated clash with her corrupted friend. Emerald, who dual-wield pistols are fused to her hands, shoots powerful energy blasts at Cinder, forcing her to dodge roll and counterattack with her rapid-fire symbiote arm cannon that shoots out fire. Then out of nowhere, a couple of giant spiked balls fall on top of Toxin, barely smooshing her if her spider-sense didn't warn her of the danger. _**"Where did that come from?!"**_ Toxin asked, bewildered on why it was raining spiked balls a few moments ago.

The symbiote green thief levitates in the air, summoning an unlimited number of green energy cubes and directs them to attack Toxin. Not even the symbiote deity's quick speed and enhanced reflexes could help her dodge all those cubes in time, repeatedly getting knocked around until she had enough. Cinder quickly recovers, only to find herself surrounded by a dozen symbiote Emeralds. _**"Oh, now I get it. Heh. If you think your hallucinations can stop me, then you really haven't learned anything during our time together."**_ Toxin starts fighting back, but underestimated just how real and STRONG these illusions are, getting punched a few times in the chest, even getting slashed by one of their side-arm blades. _**"That's odd. Her hallucinations were never so real before."**_ She said. Her spider-senses tells her to jump to the side when Emerald materializes floating cannons beside herself and starts firing energy shots at her, ending her assault by summoning a gigantic symbiote monster with wings that slams its monstrous palm right on top of Cinder, which did a considerable amount of damage.

"Yo Cinder! Is there any reason why you're taking a nap in the middle of a life-or-death match?!" Spider-Man asked his partner while struggling with his own problems in the form of Black Cat trying to bite his head off.

" _ **Taking a nap?! I just got crushed by a giant beast that smells like the sewers!"**_ Cinder argued with him.

"Really?! 'Cause I didn't see a thing! You sure you're not making that up?!" Spidey asked while kicking Cat in the face.

" _ **Oh, of course,"**_ Cindy face-palmed, _ **"Emerald can target her hallucinations to a single person's mind if she wanted to, but that doesn't explain how they're so real that they could actually hurt."**_

Peter punches a few symbiotes in the jaw before answering her question, "It might have to do with the ISO-8 she has on her chest! Enhancing her Semblance to completely take control of people's visual and depth perception, feeding the brain false information, effectively creating a new reality for whoever she attacks! Kind of like virtual reality!"

" _ **I had no idea she could become so powerful. That's awesome!"**_ Cinder said.

"What is so awesome about being stuck in a virtual reality where you could lie down dead but from the outside it looked like you had narcolepsy?!" Peter questionably retorted while still clashing with Black Cat and her wicked hairstyle.

" _ **Right! Sorry,"**_ She said before almost getting sliced by a floating chainsaw, _**"Any tips on how NOT to die in virtual reality?!"**_

"Just clear your mind of all thoughts! Trust your body and your Spider-Sense! Trust me! This is how I always embarrassed Mysterio when he trapped me in virtual reality once or twice before!" Peter suggested while front kicking Felicia's jaw.

" _ **Okay! I'll try!"**_ Toxin stops moving and closes her eyes, standing completely still while quietly un-attaching herself from any thought and emotion, her entire consciousness completely. The only thing she has left to rely on is her Spider-Sense.

" _ **Hehe. Good. You've just made yourself an easy target, idiot."**_ Symbiote Emerald taunted, but this doesn't disturb Cinder or the state she's in one bit. Emerald summons illusions of giant symbiote heads in front of her, commanding all of them to fire energy spheres that would for sure kill her. They all fire their most powerful attack at Toxin, who's still standing there like a statue with her eyes closed. Just a few inches away before the energy spheres made contact with her, they simply pass through her body as if they were ghosts. _**"What?!"**_ A shocked Emerald shouted on how Cinder bypassed her illusions.

She finally opens her eyes, forming a smirk behind her symbiote mask, _**"What do you know? For once you actually gave good advice, webhead."**_

"What're you talking about? I give good advice all the time. Tell her, girls." Spidey chimed his Remnant friends watching the fight.

' _Do you want us to lie or be honest?'_ Weiss asked to mess with Peter, getting him to slightly growl and frown behind his mask.

The symbiote monster duo is starting to get annoyed with the heroes' persistence. One sonic scream and illusion trick later, another horde of rampaging symbiotes appear to overwhelm the normals with massive numbers. Now with a small army backing them up, the symbiote thieves believe they have this battle won as slowly Spider-Man and Toxin are getting surrounded.

Luckily for them, help is on the way. "Peter!" A familiar voice saves the heroes by shooting some repulsor blasts at the blind spots of the symbiotes. They all turn around to see Mary Jane on top of an aircraft charging up her repulsor beams to help them out. "I got it!" She said, forming energy blades with her gauntlets.

"MJ!" Spider-Man is really happy to see his good friend still alive and is here to help them out.

With the sound of her ear-killing screech, Symbiote Black Cat commands both Emerald and the rest of the symbiotes to attack Mary Jane while she deals with Spidey and Toxin. Peter turns to Cinder, "Go help MJ! I'll take care of the pussy cat!"

" _ **On it!"**_ In a single bound, Toxin hops onto the aircraft that MJ is standing on and assist her in eliminating the symbiotes. _**"You sure you could handle this, Red?"**_ Toxin asked while fighting evenly with Emerald. To prove her mettle to Cinder, MJ easily slices through a few symbiotes before blasting another batch to kingdom come as if they were tissue paper, _**"Wow. Not bad. I've underestimated you."**_

"Hey. I'm a single girl living in New York who's also friends with the biggest troublemaker this city's got. I can't always play the damsel in distress all the time." MJ told her with a smirk, stabbing a single symbiote through its eyeless face. "Let's show these creeps a little girl power, shall we?" She asked Toxin.

" _ **Gladly."**_ Toxin agreed. Standing side-by-side, both Cinder and Mary Jane fight like a pair against Emerald and her symbiote swarm and are performing really admirably. Even without amazing powers like Spider-Man or an unlocked aura like those from Remnant, Cinder is incredibly surprised just how well MJ is holding her own against beings 10x stronger than her, quietly earning her respect with every punch thrown and blast blasted.

Back with Spidey and Black Cat, the two are still going at each other's necks while Felicia continues to act creepy and downright disturbing, _**"Once the red girl is finished, I'm coming after your other girlfriends on that other world. Then you'll be all mine, Spider. ALL MINE!"**_

Spider-Man's retaliation to that unsettling comment involves a punch to the gut that sends her flying in the air. _'Boy, was Black Cat always this creepily obsessed with you?'_ Pyrrha asked while Cat zips back down and roars at Peter.

"Not to this extent, I don't think!" Spidey replied, swaying away from another of her hair barrage swipe attacks.

" _That child is messed-up and chaotic with her actions.'_ Glynda commented on the fight she's watching.

"That's my love life in a nutshell! I swear every girl I meet either wants to date me or kill me, and it's usually the latter!" Spidey said, performing back handsprings to avoid Felicia's giant hair tentacles.

' _Ahem.'_ Weiss and the other girls watching took offense to his outrageous statement about his love life.

"Oh no! You girls are an exception to the rule! Mostly."

' _WHAT?!'_ They shouted so loud it startled and kind of scared Peter for a bit.

This battle between friends is about to close, starting with Toxin's and MJ's battle against the infected emerald thief from Remnant. With all her power, the ISO-infused Symbiote Emerald creates real-life illusions of flaming, giant meteorites and directs them towards the two girl fighters. _**"Rot in hell!"**_ Emerald shouted while her meteorites are sent flying at them.

In a quick instant, Toxin transforms into her Taurus Change, _**"Ryusei Kazan,"**_ she shouted, firing a great number of magma fists upwards at the giant meteors with MJ's help. With their efforts combined, all the meteorites are destroyed, leaving Emerald floating in mid-air with little options left. Just as she was about to perform another move, Emerald is knocked to the top of the aircraft by Toxin's cupped fists, _**"Your illusions are powerful indeed, Emerald, that's why I bothered looking for you in the first place, because I saw potential in you that other's liked to ignore, that others will never understand as much as I do. You're not trash. The only thing trashy about you is that parasite you're wearing. Luckily I'm here to get it off of you for good."**_

Emerald roars in anger at Cinder, but this left MJ an opportunity to unleash a full power repulsor blast up close to her chest, sending her flying back to the roof, leaving Toxin to end this unneeded battle by creating a wave of electric-magma shaped like a wolf and launches it at the weakened Emerald, completely destroying the symbiote she's wearing and leaving her unconscious.

"And that takes care of that." MJ said to Cinder as she hovers back down to the floating vehicle.

" _ **Got that right."**_ Cinder shares a sis-fist with Mary Jane, now fully respecting the redhead after her amazing performance today.

Their little victory is cut short when they see Symbiote Black Cat skidding over to the edge of the roof after having trouble with the Spider. She growls with her monster voice while her slightly distorted voice screech, _**"Spider-Man"**_ , in great annoyance.

She turns around to meet MJ and has the brilliant idea to come and kill her now. "NOOOO!" Spidey yelled at her to stop. Cat leaps to the hovercraft and smacks Toxin back to the roof so she won't bother her in an attempt to murder Mary Jane. Not wanting MJ to die, Peter quickly fires a couple of web balls at Felicia, almost knocking her over the edge as he hops onto the aircraft to save MJ but is then pushed aside by Cat. Even though she counterattacks, MJ's repulsor blast don't do much against the monstrous Black Cat. The monster cat grabs a hold of MJ and throws her off the floating vehicle, but thankfully she barely grabbed a hold of the edge of the aircraft, but for how long, well Peter isn't gonna let that question be answered. Spidey quickly bounces off of Cat's face and managed to catch MJ's arm before her arm could give out. He gets her back onto the car and turns back to Felicia, now intending on finishing this fight for good. He hops back to where Felicia was briefly dazed, who roars and lunges at him, but this hasty maneuver allowed Peter to simply move to the left as if everything around him was in slow-mo and grabs her demonic ex's arm. With one spin and a mighty swing, Spider-Man let's go and tosses Felicia far, far away from the compound, but accidently smacks her to one of those giant steel mills, slamming neck first to the roof of the steel mill and then helplessly free-falling to the edge of a roof and slamming her body to that one too.

' _Ouch. That got to hurt.'_ Yang flinched from watching that devastating throw.

"CAT!" Spider-Man screamed, jumping off the aircraft so he could check on his partner/ex-girlfriend.

 **BGM End**

Peter arrives to the small black puddle Cat made after painfully separating from the symbiote that possessed her. He slowly kneels down and grabs a hold of her body to check if she's still alive, "Felicia…can you hear me?"

"I…screwed up…" Felicia weakly replied.

"No…easy." Peter told her.

He turns to hear the sound of the hovercraft approaching them, with MJ standing from the outside the back door, "Peter!"

Black Cat coughs after suffering through all the torment and damage she'd taken during the fight. "I'm so…sorry…Can't help…" She coughs again while putting her hand over Peter's cheek, "Stop…Salem…" And then finally let's go of her hand and closes her eyes.

"Felicia! FELICIA!" Spidey shouted her name, hoping to god she didn't die because of his extreme actions.

' _Peter, calm down. She just unconscious. But it is in the best interest to get her to a hospital quickly to recover.'_ Madame Web assured Peter that Felicia is still alive.

As Peter lifts up Felicia's unconscious body to the back of the aircraft, Cinder is seen holding a weakened Emerald by her shoulder, getting her to the aircraft for her treatment. "Uh, my head…What happened?" Emerald asked, having the biggest migraine she ever experienced in her life. She then turns to the unmasked Cinder that's holding her, getting a quick look at her new costume, "More importantly, what happened to you?"

Cinder let out a small smile on her face, "It's a long story. For now, you need rest."

"Okay…" Emerald replied.

Both Cinder and Peter put down their partner's beaten bodies to the hovercraft so they could better recover. "You're going to make it." Spidey said to Black Cat.

"He really loves you guys…" Black Cat weakly said to MJ, and their friends watching from Remnant.

MJ looks at Peter with a sad face, "Come back to me."

' _Come back to all of us.'_ Ruby chimed in.

"You know I will," Peter replied with a confidence tone as the hovercraft leaves to the nearest hospital, "At least I hope I will." He quietly said to himself, now not sounding 100% sure anymore.

Cinder puts her hand right on Peter's right shoulder to assure him everything will be alright, "Don't worry. Soon this entire nightmare will be over. Let's head back to Fisk Tower. Tinkerer's weapon should be 'bout complete now."

"Your right. This nightmare is almost over. Venom. Salem. I've underestimated just how heartless those scumbags are. Well I promise you, promise everyone, I won't make that same mistake again, because by the end of the day those two are finished, and this time, it'll be for good." Spider-Man declared, implying he might actually kill Venom and Salem to stop this madness once and for all.

* * *

 **Symbiote Queen's hive**

The Malicious Symbiote Queen walks to her little balcony inside her hive fortress, getting a good look of how much New York City has changed to her own liking since her arrival. She can tell from the sheer number of her forces that everything is coming smoothly, and that her plans are about done.

"Yes, I can sense it. My victory. My ultimate, definitive victory. One I have _oh so_ longed for in several millennia." Salem said as a Symbiote Nevermore and Vultureling pass by her gooey balcony. "All the pieces are coming together. The Emeralds. Total domination of worlds. Spider-Man. We will soon rule over all as their Symbiote Queen. Their Supreme Dark Goddess. How I never dreamed I would come so close in crushing my enemies." Her eyes slightly wander to all that annoying racket happening within her hive, groaning knowing who are the cause of her monologue.

Busting through the Queen's doors, both Venom and Carnage are seen tussling over each other with their claws on the other's neck in hopes of choking each other to death. Salem walks back inside to shout at the two symbiote morons, "How many times are you two miscreants gonna try to keep killing one another?!"

" _ **As many times until he's dead!"**_ Carnage replied.

" _ **You've would've killed us all with that stupid plan of yours to retrieve the emerald!"**_ Venom said to Carnage.

"What are you talking about?" Salem asked her symbiote commanders.

" _ **We located the last ISO Emerald deep underwater, directly buried UNDERNEATH Manhattan, guarded to the brim with weapons and defenses that could probably stop Galactus."**_ Venom started telling Salem what he and Carnage had to go through in order to retrieve the last emerald. _**"I had a plan to steal the emerald without alerting any resistance chump."**_

" _ **But your plan was too slow and boring! I asked if we could plant a bomb that would blow up its defensives and get the magic rock faster but nooooo, you were too scareeed!"**_ Carnage chimed in.

" _ **That nuclear bomb you somehow stole had enough firepower to blow up the city 20 times over you, numbskull! Not even us symbiotes are powerful enough to survive an explosion that massive!"**_ Venom retorted angrily at his son. _**"Didn't they teach you ANYTHING about safety protocols at school?"**_

" _ **School? I didn't go to no school."**_ Carnage replied.

" _ **Right. You're an autodidact."**_

" _ **Get outta here! I'm SELF-TAUGHT, man!"**_

Venom sighed as he turns to his queen, _**"Are you getting that same, awful feeling we're focusing our rage and power on the wrong symbiote here?"**_

"Carnage is, well, a one-of-a-kind symbiote," Not even Salem seems to know what to think of Carnage, which is a first for her to say something about a person, "But enough of your family squabble, did you at least retrieve the final emerald?"

 **BGM-Dragon Ball FighterZ OST-Land of the Kai's**

Venom grinned, sticking out the prismatic-colored emerald from his costume and tosses it to Salem, who effortlessly catches it with her enhanced, spider-like reflexes. The other six ISO Emeralds she collected pop out of thin air and slowly circle surround her body with their colorful glow. Salem smiles in extreme delight that her conquest over multiple worlds is almost coming to an end. "Finally…All the ISO Chaos Emeralds are in my hands. Unlimited power that FAR surpasses those _worthless_ relics I wasted so much time trying to collect for so many millennia. Yes, with these miracle gems, the Ritual of Prosperity will soon begin. Earth. Remnant. Mobius. All mortal life in every universe will submit and be crush by our power. And maybe, I will learn the hidden secrets behind the ISO-8 as well."

" _ **Hmph. There's still the problem involving the resistance and their super weapon. Not to mention Spider-Man and our grandchild."**_ Venom reminded his queen.

"There's no need to worry, Venom. I've already ordered Vulture and his men to take care of that little nuisance and plant the toxic hive. And Spider-Man. His symbiote is close to completely taking over him. Try as he might, no matter what he does he'll never break free from my eternal hold. Now Venom, begin the final phase of our glorious plan." Salem ordered her commander to perform their secret plan.

" _ **With pleasure."**_ Venom said with glee. The symbiote tyrant stands in place while trying to muster up all of the negative emotions he and its host has kept within themselves for years. All their combined pain, sorrow, rage, loneliness, all cluttered up and poured out that eternal pain into a silent shriek, a psychic wail that reaches to the very stars above, _**"There. We're sure that was enough to get their attention without alerting my dear grandchild."**_

"Well done. As expected from the chosen Villain of Chaos." Salem clapped for her favorite commander.

" _ **Huh? What did you do? And why does he get a cool title like that?"**_ Carnage asked, confused.

"All will be revealed in the next hour, my Demon of Destruction," Salem answered Carnage's question, "For now, let us wait, as the end of the human life, all life, will soon be consumed by their dark masters." She said with an evilish smirk.

 **BGM End**

* * *

 **Mobius, Outskirts of Westopolis**

Leaning next to a lonely tree that's between a forest and Westopolis, Shadow the Hedgehog, the world's Ultimate Life Form, is seen relaxing in solitude next to that tree while observing the beautiful scenery and landscape of the forest, silently loving the fact he's alone so he could enjoy this world's wonderful nature all by himself.

" _Things have been pretty quiet recently."_ Shadow started talking within his own thoughts. _"Haven't been assigned to any new missions recently, Rogue and Omega are watching some fighting tournament I'm not interested in, and the world's been at peace for so long I almost forgot how it felt."_ He smiled, _"Hmph. Y'know. This kind of life isn't so bad after all."_

The black hedgehog turns his gaze to the sunny, blue skies above his head. _"Still. I wonder what's been going on with that kid, Peter Parker. Haven't seen him since we beat Goblin. He's definitely an interesting kid. Reminds me a lot about myself. But I could still see it in his eyes. He hasn't moved on from the boundaries of his past. I guess even being brought back from the dead can't remedy that. I shouldn't blame him though. It's not easy to escape the clutches of one's past. I learned that the hard way."_ He said to himself, quickly repressing the whole Black Arms ordeal he had to go through until he learned who he truly is and his real goal in life.

The green chaos emerald in Shadow's quills suddenly starts glowing, getting his attention. "What's wrong?" He asked while holding the mystic emerald in his palm. "It never glowed like this before. I wonder what could be the problem?" And in a fraction of a second, Shadow sees images of Spider-Man, Salem, the ISO Emeralds, and the symbiote invasion currently happening in New York. He drops the emerald to the grass so he could hold onto his head in pain from the aftershock, "What was that all about? It almost felt like something's wrong with those ISO Emeralds from Earth. Like they needed help. But, how could that-?" Before Shadow could finish monologuing, the chaos emerald he dropped to the ground unleashes a bright, mighty green light that swallows Shadow as a whole, and a second later, he's gone. Vanished from the face of Mobius. Of that entire dimension to be more specific, but to where, and why?

* * *

 **BGM- Spider-Man: The Animated Series OST (1994)- Ending Theme**

 **Spider-Man: Sup, I'm Spider-Man. It's about time Tinkerer finally finished that super weapon of his. Now we can clear these symbiotes out once and for all. Huh? Vulture! For crying out loud, old man, don't you have somewhere else to be annoying and not all symbiody? Hey! My suit! No! The symbiote! It's trying to take control over me! Well there's no way I'm going down without a fight! It's time that I finally conquer my own darkness!**

 **Next time on Spider-Man and Cinder: Flaming Web of Light and Shadow-**

 _ **Trap Phantasm**_

 **Spider-Man: It's time for the light and darkness to finally see eye-to-eye without trying to kill one another!**

* * *

 **KFX Here: Yeah I'm adding Shadow, and ONLY Shadow, this late into the story. Why? A couple of reasons: One, expect to see some major plot points be taken from the game** _ **Shadow the Hedgehog**_ **. Two, Shadow knows what Peter's going through and might be able to help him out. And three, I mean come on, who doesn't want to see a Shadow vs. Salem fight? Anybody? Anybody? Speaking of Salem, it's time I give an overview of her abilities and such:**

 **Abilities:**

 **Now bonded with a G-Symbiote, Salem's dark magic (I'm assuming she uses magic in canon just like Ozpin) has been increased exponentially, probably rivaling that of Doctor Strange's magic powers.**

 **With her years of studying the people of Remnant and their Auras, Salem can either absorb or nullify a person's Aura and Semblance. Note: This only works on those that doesn't possess a special aura or power (Ex. Spider-Man, Ruby, etc.).**

 **Moveset:**

 **Vanishing World: Salem summons a complete symbiote Grimm dragon head from her hands that launches a massive laser attack**

 **Hell's Rolling: Channels dark power in the user's hands and unleashes a series of black wheels**

 **Dark Arm Blade: A blade of destructive dark energy**

 **Hellflame Serpent: Summon a serpentine/draconian figure that either rushes or shoots fire**

 **Darkness Overload: Gathers dark energy in both hands before unleashing a massive blast at her enemies.**

 **Dark Chaos Nightmare: Salem's ultimate attack. A chaotic dark-red energy sphere made of pure negative energy collected from the hearts of humans. Almost impossible to disperse or destroy. Powerful enough to destroy an entire planet and shake the very fabric of dimensions.**

 **And a couple of Chaos-themed moves like Chaos Control.**

 **Transformation:**

 **Unnamed Super Transformation: With all the ISO Emeralds in her grasp, Salem can achieve a super form using the negative energy from the emeralds, giving her the same abilities any other person in a Super Form receives like unlimited energy and virtually indestructible. At full power, she is much stronger than the likes of the Dark Demogoblin King (One of the Green Goblin's many transformations in Battle for Remnant) and could theoretically beat both Super Sonic and Super Shadow.**


	21. Issue 19: Trap Phantasm

_Issue 19: Trap Phantasm_

 **Remnant, Beacon Academy**

 **BGM-Spider-Man: Web of Shadows OST-Track 23**

Team RWBY, Team JNPR, Ozpin, Glynda, Ironwood, and Madame Web are all standing eagerly inside the quiet room of Ozpin's tower, watching the giant projection Madame Web manifested in the middle of the room to look at the new developments happening on Earth. The clock is ticking as New York City has been almost fully corrupted into a utopia for the mindless and uncontrollable alien symbiotes. Over 3 billion residents from the once beautiful city has already been transformed into G-Symbiotes, and the only way to save all of them is by activating the new super weapon the Tinkerer has created to wipe them all out without hurting their hosts.

"This is it. Our last chance." Madame Web said, watching with the rest of her Remnant allies as a S.H.I.E.L.D. hovercraft is carrying the giant device to the Trask Building as they speak.

"It's now or never," Ozpin said, sitting on his chair behind his desk, cupping his hands together while they watch. "Because if this fails, Earth is finished, and then our world will be next."

"Schnee, status report!" Ironwood talks to his Atlas Specialist when the floating screen switches to the office of Wilson Fisk at Fisk Tower.

* * *

 **Earth, Fisk Tower**

Inside the tower, Winter is standing beside her fellow Resistance squadron with her, Black Widow, Kingpin, and the Tinkerer waiting for the call for action. "We're just about done, General," The Elder Schnee replied to her boss that's talking in her head. She then turns to Natasha who is currently talking to the Tinkerer, "Natasha, are we ready?"

"Yes, your money has been wired, the device is in place, now begin the denotation sequence!" the Russian agent said to the Tinkerer.

Watching from their own live TV screen, the Resistance observe the S.H.I.E.L.D. agents guarding the tower, with the hovercraft from before placing the mega shockwave weapon right and tight on the very top of the Trask Building.

' _This is it! You have to activate it NOW!'_ Ruby telepathically talked to the Earth Resistance.

A second later, the Amazing Spider-Man and the Symbiote God Toxin arrive inside the office, hanging upside down from their sticky webbing. "You heard Riding Hood! What're we waiting for?! Set this off!" Spidey commanded.

"Status report: Are we at go?!" Black Widow asked her agents guarding the tower through her ear comm.

"Damn you, Toomes!" Kingpin cursed when he and the others see something very ugly happening through the television.

"Oh no." Black Widow and the others look in horror when they stunningly realize the tower is getting attacked by a massive army of flying symbiotes, both the Vulturelings and flying Grimm alike like Nevermores, Lancers, Griffon, a whole swarm decimating the S.H.I.E.L.D. resistance.

' _It's a giant swarm of symbiotes!'_ Pyrrha said.

' _And they're attacking the tower.'_ Blake chimed in.

Try as they might, S.H.I.E.L.D. is getting utterly pounded and crushed by the terrifying might of these airborne symbiotes, losing their soldiers one-by-one until almost all resisting humans have been either killed or transformed and converted into the hive-mind.

"Lieutenant Millar, come in!" Black Widow contacted her fellow agent through the TV in hopes he's still alive.

The heroes all see Millar hanging on the edge of the building, gagging and gasping for air as a familiar, but transformed bird brain chokes him to death. _'You will leave,'_ The now, transformed Symbiote Vulture takes control of the camera that Millar was using to contact the rest of the Resistance. _'I'm sure all of you can see or hear me, especially those watching from that other world they call Remnant. I've easily defeated your pathetic forces and have cut the data link to the Tinkerer's little 'toy'.'_

"Mr. Toomes, what do you want?" Winter glared through the screen.

' _We are so much MORE than Adrian Toomes, and we have but ONE demand: SPIDER-MAN, and he knows why, he carries part of us with him. In fact, he's the reason we are here at all. Ahh, this one's no longer useful. Kmph. Good day.'_ Symbiote Toomes let's go of LT. Millar while flying high in the sky, watching in sick delight on how far and far the scared agent is falling until a moment later he splats on the ground like a messy pancake.

' _Agent Romanoff. Schnee. I am authorizing an all-out air strike to wipe out those symbiotes immediately.'_ General Ironwood ordered the two agents watching from his dimension.

"Understood, General." Winter agreed with to the plan along with Black Widow.

"No, you fool! We need that building INTACT!" Tinkerer counterattacked, as the air strike will most surely destroy the device, the thing they've been working so hard for to save Manhattan.

"What choice do we have?!" Natasha argued angrily with Tinkerer.

At that moment, Spider-Man and Toxin land on the floor and stand up straight to their allies. "Hey, he's right," Spider-Man gets the attention from everyone, both from in the office and those from Remnant, apparently agreeing with what the Vulture said about him. "This is about me. It started with me, and now I'm gonna end it." He declared, wanting to take this fight and finish it by himself.

"Not by yourself, you're not," Cinder said to the Spider with her arms crossed. "Remember, I was the one who angered the symbiote and gave it to Salem in the first place. I, too, have my own sins to atone by ending this fight once and for all."

"Alright, if we're all in agreement, let's get you two up there, and good luck." Black Widow said to the two web warriors. They both nod in agreement and walk with the special agent outside the office so they could get prepared for the endgames.

 **BGM End**

* * *

 **Somewhere at the outskirts of Philadelphia**

 **BGM-Shadow the Hedgehog OST-Prologue**

"Uhhhh…" Shadow groaned while lying flat front on top of an abandoned rooftop somewhere in the state. He slowly holds onto his pained head as he gets up. He shakes his head with another groan, "What happened? Where am I?" He looks around his environment to quickly notice he's not on Mobius anymore. "It would seem I'm back on Earth, but why?"

Before he could ponder and brood about this situation, he spots the green chaos emerald that teleported him here in the first place. "The chaos emerald must've sensed something wrong and teleported me here using Chaos Control. I guess what Sonic said about the emeralds possessing a degree of sentience is true," Shadow said to himself, remembering one time after Sonic and Tails traveled to Blaze the Cat's dimension that the blue hedgehog told him the emeralds from both worlds have a mind of their own. "Perhaps the ISO Emeralds called me to help, but with what?"

Suddenly, Shadow sensed a huge power coming far from his north, "What's that?!" He was able to catch a small glimpse of what appears to be a giant dome surrounding the city of New York from miles away. "The city's contained within that dimensional barrier. And from what I can sense, the ISO Emeralds are inside there as well, along with a disturbing presence that reminds me a lot of the Black Arms. I don't know much about what's going on, but if those images from before were real, then Spider-Man is caught in the middle of this disaster, just like with me. I should begin heading out to lend some assistance," He smiled. "Hmph. It's about time I had a little fun by myself." He said before skating as fast as he could towards New York so he could help Spider-Man and the people of New York.

 **BGM End**

* * *

 **Manhattan**

 **BGM-Spider-Man: Web of Shadows OST-Symbiote Boss (Intense)**

Back in the infested city, Spider-Man, Toxin, and a small army of S.H.I.E.L.D. agents have headed off to the Trask Building via hovercraft transport to stop the Vulture and his flock of flying symbiotes from completely destroying the tower and the shockwave device.

As they approach the building, they notice a giant, disturbing-looking hive that's been nested right next to the device with a lot of black webbing attached to other, lower-level buildings that have created a couple of black platforms that host pods for more bad news for the heroes. _'What in the world is that thing?'_ Glynda asked with a disturbed face.

' _It looks like to be some sort of nest.'_ Ozpin answered her.

" _ **Whatever it is, I'm not getting a good vibe from it."**_ Toxin said, thinking there's more to that nest than what appears.

They all stop talking when they have arrived at their destination and has spotted the transformed Vulture and his dark-winged soldiers. "This is close enough." Spider-Man told the drivers piloting the hovercraft.

" _ **Take him, my children!"**_ Symbiote Toomes commanded his black troops to charge at the Spider and his army.

"Activate Web Wings!" Spidey shouted, commanding his suit to web up his armpits so he could safely glide.

After Toxin Symbiote Changed into her Cygnus form, she and Spidey fly towards the Vulture, fighting a number of deadly winged symbiotes that are out for their blood but successfully beat them before they could even land a scratch. _**"You'll be like me soon enough, Spider-Man."**_ Vulture said when the web warriors got close to his vicinity.

"Like you how? Old? Smelly? Crazy?" Spidey joked, shooting basic web balls that blind the Vulture's vision so he wouldn't see the smack down he's receiving from the Spider's axe and vertical kicks to the jaw and chest.

The old symbiote quickly recovers, using his wings to slap Spider-Man away so he could turn his attention to Toxin. _**"Give it up, old man! You've already lost!"**_ Toxin taunted the old coot, clashing her claws with his vicious, arch-shaped talons.

" _ **On the contrary, our young goddess, we've already won,"**_ Vulture replied, uppercutting Toxin from the bottom jaw. _**"Soon, Earth, Remnant, Mobius, all worlds will be consumed by the eternal darkness once the Ritual of Prosperity commences,"**_ He said, drop-kicking Toxin as he continues talking. _ **"All pathetic life in the cosmos will be forced to kneel before our beloved Symbiote Queen, the universe's new Lord and Goddess!"**_

Tired of his idle talk, Toxin transforms her right arm into a bow and fires a barrage of flaming arrows at the flying pigeon, _**"Salem's being controlled just like you, Vulture!"**_

"She's right, Toomes," Spidey said from the side, gliding towards Vulture and kicks him in the face. "C'mon, you can fight that suit! You don't have to-!"

" _ **You don't understand the POWER I have!"**_ Vulture retaliated by flying straight at Peter, but the amazing teenager quickly vault over and bounced on his head.

"And you don't understand what a crazy, old fool you're sounding like," Spidey retorted before swing kicking Vulture in the face. "Hey, look at me! I'm a big, scary, old guy in a bird suit!" He quipped.

" _ **I am more than just a costumed fool! I am the Vulture!"**_ Toomes angrily retorted by delivering a huge slash with his white talons onto Peter's chest, knocking him all the way to one of the black platforms that's circling the Trask building. The symbiote senior citizen takes a look back at the battle between his children and the S.H.I.E.L.D. flunkies duking it out in an all-out war above the city. _**"Your friends will be of no help to you!"**_ He said, darting at full speed towards the hovercrafts along with his children so they could destroy them.

Toxin flies right next to a S.H.I.E.L.D. jet that's dropping bombs on the black platforms so they won't have to worry about more symbiotes hatching from their nesting pods. As they fly, she notices Spider-Man standing on the next platform that's about to be blown to smithereens. _**"Spidey, grab on!"**_ She calls out to the teenage webhead.

Spidey shoots out a strand of his signature webbing at Cinder, who easily catches it with a single hand while flying. "YEEEE-HAW!" The boy shouted as he's dragged through the air just before the platform he was standing on blew up. After gaining enough speed and momentum, Spidey lets go of the strand so he could nose-dive straight at Vulture, curling himself in a ball and cannon ball's straight at his face. "AH-HA! That was awesome! Now I know why Sonic likes doing that a lot!" He said before swinging from a hovercraft to re-fight the old man.

" _ **You are part of us, both you and the Spider!"**_ Vulture said while clashing talons and blades with Toxin's.

" _ **No, we're on the other team. They at least have a decent catering that doesn't include brains or flesh."**_ She retorted along with a stab in his shoulder, but that doesn't faze him that much and is knocked off balance for a bit.

" _ **You cannot deny who you are!"**_ Vulture told them.

"Uh, yes we can! Watch!" Spidey ensnared Vulture in a giant web ball and starts spinning faster and faster in the air. "Ultimate…Web...Throw!" He pitches the cocooned Vulture to Cinder, who responds with a massive symbiote punch that breaks him free, hurt, but free.

He and Toxin zip to the old coot and starts clashing fists and kicks with the flying man, getting him more and more agitated with every blow he receives until he's reached his breaking point. With a loud roar, he creates a giant wind vortex using his wings that sucks up the web-slingers to the highest point of the city.

' _Spider-Man! Toxin!'_ Jaune shouted while he and his friends watch the fight from Remnant, but become relived when they see them alright, with Toxin holding onto Spider-Man by his arm.

" _ **Attack them! KNOCK THEM OUT OF THE SKY!"**_ Symbiote Bird-Man commanded his armada to destroy the rest of the human agents that dare attack his legion.

' _Losing control!'_ A S.H.I.E.L.D. agent flying in a high-tech flight suit said, before getting knocked down by a Vultureling and then eaten by a Symbiote Nevermore. Some of the symbiotes are even crazy enough to commit suicide by dive-bombing to an aircraft, causing the entire ship to blow up and kill a number of humans in the process.

"Toxin! You've got to help them!" Spider-Man said after having enough of this senseless slaughter.

" _ **Wha-?!"**_

"I can handle Vulture! Once I'm done with him, I'll activate the device to destroy the symbiotes! You concentrate in holding off his pets until then!" Spidey said to her.

" _ **Alright! Just hurry!"**_ She said.

Cinder spins as fast as she could while in place, gaining enough speed and momentum during the cycle. Once that's been done, she throws Spider-Man as hard as she could straight at Vulture, knocking both him and the madman out of airborne and falling about 1000 feet or more from the tower and to the streets below. As they fall separately from each other, Spider-Man closes the gap between them by web zipping, grabbing a hold of one of Toomes' magnetic wings and slashes at him. Vulture fires another wing blade at the bug, but Spidey easily dodged and grabbed it back with his webbing. With two wing blades at his disposal, Peter slashes at Toomes again while they're still falling. When they approach the ground, Peter throws a wing blade at one of Toomes' wings to pin him down, using the other one to pin down the other side of his wings. Now that the Vulture's been defeated, Spidey lifts up the blades holding him down as they are no longer needed.

 **BGM End**

* * *

 **5 minutes later…**

At the top of the device tower, Spider-Man is seen re-establishing the data link that Vulture disengaged before inputting the final codes to activate the device, with the now, normal, but very weak, Toomes lying beside him while he's about to end this horrid nightmare once and for all.

' _There you go, Spider-Man. Now end this nightmare for good.'_ Ozpin said in his head, along with Team RWBY and Team JNPR cheering inside there as well, happy that soon everything will be back to normal.

"You think this will really stop them…?" The weakened Vulture starts talking, getting Peter's attention away from the device so he could hear what he has to say. "She is FAR too powerful for Tinkerer's little toy to hurt her," He starts to get up from the floor. "Set it off, and your power will be GONE. Gone forever."

' _Don't listen to him, Spider-Man!'_ Madame Web said to convince him to activate the device.

' _Activate the device NOW!'_ Weiss said.

Peter turns back to the device, but Vulture gets his attention back again with more of his convincing conversion, "Remove the detonator. EMBRACE the power of the dark one gives you."

Gradually, the corruption of his black suit has almost fully taken over Peter's mind and starts to manifest his costume into a completely bonded symbiote suit, and Peter doesn't seem to show any restraints in stopping it.

' _Oh no! We're losing him!'_ Madame Web said.

' _Peter! NOOOOO!'_ Ruby shouted as the black suit finished manifesting on his body, right to where his lenses are.

* * *

 **Peter's Voided Mindscape**

 **BGM-Spider-Man 3 Game OST-Black Tension**

"Where…Where am I…" Spider-Man wakes up to find himself in his own mind, which is entirely composed of an eternal darkness and icky looking white webbing that has no end in sight. "Am I in my mind…? Wait! The symbiote!"

" _ **AAAAAAAAHHHHHH!"**_

Spidey turns to the direction of where that cry came from and starts running towards it, where out of nowhere, his Other, his REAL Other, the Spider-Totem God Ero, falls right next to him, looking extremely beaten and tired.

"ERO! ERO," Peter quickly crouches down to check on his Other/partner. "Ero, partner, are you alright?!"

Ero coughed very weakly before speaking, _**"…I'm sorry…I can't hold it back…much longer…The symbiote…it has grown…too powerful…It has taken control…of BOTH our dark souls…making it invincible…"**_

" _ **And right you are, 'old friend'."**_

Spider-Man turns around to his corrupted dark half, Symbiote Dark Spider-Man, now in full beast mode like he was before, and standing beside him is HIS Spider-Totem God. The dark half of Ero, now under the control of the symbiote, transformed into Symbiote Dark Ero in it's full, monstrous Man-Spider form.

"You!" Spider-Man glared at his dark self.

" _ **Hello, me. It's about time you've finally joined us."**_ Symbiote Spidey said with a calm, collected demeanor.

"No! I'll never join you! Not now! Not ever!" Spidey said, pointing angrily at his dark self.

" _ **That's not your choice to make, boy. Not anymore."**_ Symbiote Ero said to his light host.

" _ **We have full control over you and your weakling Other's dark half and have almost complete control of your light as well. Soon we will be complete. We will need nobody but ourselves."**_ Symbiote Spidey said.

 **BGM End**

"No! I'll never abandon my friends and family! You hear me, you parasite?! I'm gonna destroy you here and now!" Spidey shouted, leaping towards his dark, symbiotic self for a fight, but to his surprise, his dark half is unbelievably strong and got pushed back by a simple punch to the chest.

" _ **Friends? You mean the same friends who either betrayed us, ridiculed us, kill us multiple times in the past,"**_ Symbiote Spidey asked, instantly teleporting to Peter's stead and lightly kicks him in the shoulder, but to Peter, those kicks had the force of the Mighty Thor, sending him flying across his mind once more. _**"Our best friend, Harry, tried to kill us when he found out we accidently killed his dad,"**_ Dark Spidey said, using his multiple arms to gut punch Peter multiple times. _**"Our first love, Gwen, hated us when she thought we killed her dad,"**_ He grabs Peter's arm and throws him across the mindscape again. _**"Or how about earlier, when MJ, the one girl in our lives that was always with us, walked away from us because we broke a petty promise,"**_ He said, kicking Peter's body multiple times across the ground.

" _ **Even deep within their hearts, those friends of yours from Remnant started to hate you when they saw you repeatedly use our power for the forces of good."**_ Symbiote Ero spoke up while watching Symbiote Spidey absolutely man-handling Peter.

"It's because…you two are monsters…" Peter said while weakly getting up from the floor, refusing to give up.

" _ **WE are monsters. Don't count yourself out of this little group, Peter,"**_ Symbiote Spidey webbed up Peter and throws him to a giant web net. _**"We are your true selves. The side of you that's been growing since birth, but only much more powerful thanks to the wonders of the symbiote. All your rage. Your anger. The guilt that's been growing inside you for all these years have gave form to us. We tried to make contact with you, multiple times, but you kept ignoring us, the dark power that dwells inside your heart. This all could've been avoided if you just NOTICED us! Stopped being AFRAID of us!"**_

Symbiote Spidey drags Peter back to the ground with a black tentacle. _**"You are no hero, Peter. You are an agent of darkness. You've always have been. How many times have this city, this world, seen you as a menace despite our constant heroics? How many people have suffered and died because of our actions, both directly and indirectly, ever since we got those powers three years ago? We can name a few: Gwen Stacy and her father, Harry Osborn, Sally Avril, Frederick Foswell, our clone brothers, Ben Reilly and Kaine, and a million others during the Goblin War. Heck, you could say our very existence before our powers have caused others to suffer like our parents and this invasion happening right now."**_

"U-Uncle Ben…" Peter speaks very lowly and weakly.

" _ **Oh right. Can't forget about our original sin. The one thing we couldn't forgive ourselves for, no matter how hard we try,"**_ Symbiote Spidey said, crouching down to continue talking to his light half. _**"But there's no reason to blame ourselves for that. It's the world we live in. It's the world that has taken our Uncle Ben away from us, just like it took away whatever normal life and sanity we could ever hope to have. We are above humanity, Peter Parker. We are better than them in every way. There's no reason to continue sticking with a pathetic species when we have evolved beyond their comprehension."**_

The floor below Peter slowly starts to swallow him up, along with his light Other. _**"You can never escape the past, Peter. What's done is done. Now it is time for you to join us once and for all. Embrace the darkness you've kept locked forever. Bond with us completely so we can become the ULTIMATE power, that way no one will hurt us ever again."**_ The symbiote said as Peter and Ero are just about swallowed up by the dark ooze, seemingly for good.

* * *

 **BGM-Shadow the Hedgehog OST-Never Turn Back (Piano Ver.)**

The beaten, light version of Peter Parker, with no power and no will to keep on fighting, sinks through the endless ocean of darkness, not moving a single finger at all as is he's dead. From the far corners of the ocean, dark tentacles slowly approach Peter so they could finally assimilate him to the dark force of the symbiote, thus making the bond permanent.

While he sinks to the bottomless ocean pit, the unconscious Peter starts to experience multiple visions, both of his past and future. Past events such as Uncle Ben's death still haunts him even now, a death he feels responsible for and could never forgive himself. And in the future, he receives three visions of what would happen if his guilt wasn't in control: One future where a wife of J Jonah Jameson was killed and Peter made an impossible vow that "No one dies". Another future where his Aunt May was mortally wounded and would go as far as making a deal with the devil to bring her back, but at the cost of his marriage with Mary Jane. And the last potential future took place in 2099, where an aged Peter, overwhelmed with guilt over failing his loved ones and not letting go of the past, risked to change all of reality to create a perfect world.

 **BGM End**

These images hurts Peter to the core as the black tentacles slowly catch him during his descent into the darkness. Just when you think it's all over for Peter, when the darkness is about to consume him, a bright ball of light shines above him, and floating next to that light are the four relics of Remnant, the same relics that has taken refuge in Peter's body after defeating Goblin because they saw him as their perfect guardian.

All four relics, and the ball of light, emanates a powerful, golden glow that encompass the entire ocean of darkness, destroying the dark tentacles that was about to overtake the hero of New York.

 **BGM-Dragon Ball Super OST-Crushing Defeat**

Deep within his mind, Peter receives a flashback to his past, one where he was a scared and a big crybaby of 5 having a hard time sleeping in the darkness of his bedroom. He then hears someone enter through his doors and turn on the light, revealing to be his Uncle Ben.

"What's wrong, Peter? Why are you crying?" Uncle Ben asked his young nephew.

"I'm afraid of the dark, Uncle Ben. It's evil. I can't sleep in the dark." The young Peter said in-between sniffs.

Uncle Ben chuckled, "There's no reason to be afraid of the dark, my boy." Ben walks up and sit on Peter's bed so he could continue talking to him. "The darkness isn't evil. It's because of the darkness is what helps us sleep and rest. Without it, we're powerless." He puts his warm, comforting arm behind Peter's neck. "Light and Darkness are a part of our world, Peter. It's neither good or bad. It all depends on how YOU use it. You've got to learn to be strong. Accept both aspects of their nature. Find balance and harmony between yourself and them. Forgive yourself for any past mistakes, no matter how hard it is to do. If you do that, you'll be a whole different person, but still have that same resolve from before because you didn't get corrupted by either of them. You get what I'm saying?" He asked his nephew.

The young Peter nodded, "Y-Yeah, I think so."

Ben smiled and ruffled the young Peter's hair, getting him to laugh, "Good boy." He said before standing up from the bed and starts to walk out the door. "Good night, Peter. I'll always love you."

"You too, Uncle Ben." Peter said, now finally feeling tired and can sleep peacefully. Even after his uncle turned off the lights, Peter was able to sleep soundly and peacefully, making his uncle really proud of him.

Outside of that hidden flashback, it would seem that Peter now understands the truth about the light and darkness. Neither is completely good or evil. It all depends on who uses both. And as long their resolve doesn't get corrupted, both the light and darkness could be used gently and freely.

Behind that mask, Peter smiles, as if most of the guilt he's kept inside his heart has completely vanished. Responding to his heart's response and the calm, pure mind, the four relics of Remnant glow a bright light and focus their energy to that ball of light that helped Peter control his light and darkness. The ball of light, after absorbing a lot of light energy, transforms into a golden A-ISO crystal, the same one that glowed at Avengers Tower when Peter went there earlier for a mission.

This golden crystal, which is actually called the, "Limitless Radiance A-ISO", has the white _yang_ symbol painted on the bright stone. It and the relics phase back inside Peter's body, granting him extra power, complete control over the light side of his powers. His body starts to twitch, surrounding himself in his godly red-and-blue double aura once more. Slowly but surely his body starts to move, and as it does Peter's eye lenses open widely, glowing with a red color on one eye and a blue color on the other.

 **BGM End**

* * *

 **BGM-Dragon Ball Super OST-Unbreakable Determination**

The symbiote versions of Spider-Man and Ero's dark half were at a moment, standing in place, until they sense a massive earthquake shaking the entire dark mindscape. They have no idea what is going on until a bright, red-and-blue light smashes through the dark grounds from the ocean of darkness and lands back on the surface. And once the light start to dimmer down, they are shocked to see Spider-Man back again at maximum light power.

" _ **What the?! What's going on?! How are you not swallowed up and consumed by the darkness?!"**_ Symbiote Spidey asked bewildered on how Peter is still himself and free from the dark clutches of the symbiote.

"I have been swallowed up by the darkness and learned to accept it. Isn't that what you've always wanted?" Spidey asked with a calm, collected demeanor.

" _ **Impossible! That light proves you're still as naïve and afraid of it as you were before!"**_ Symbiote Spidey said with a menacing glare.

"Just because I've accepted the darkness doesn't mean I should throw away my light. Both are needed to find balance and harmony of one's soul. One cannot exist without the other." Spidey calmly responded as if he's been enlightened.

" _ **I've had enough of this!"**_ The Dark Man-Spider Ero roars and lunges at Peter, who doesn't bother making a move as he's not in danger whatsoever.

" _ **Not so fast!"**_ Jumping from the dark abyss below, the light version of Ero tackles his dark, corrupted self in his own Man-Spider. _**"We have some unfinished business, ol' buddy of mine!"**_

The Symbiote Dark Spider-Man goes on the offensive against his calm, light self, but finds that none of his attacks are connecting at all, with Spider-Man barely moving a finger to dodge all of his attacks, _**"This is impossible. You've seen the benefits. The POWER the darkness holds."**_

"Yes, I enjoyed that. I loved it. But that doesn't mean I should let it control me." Spider-Man said, firing a massive barrage of web bullets at his dark self. "Neither the positive nor negative aspects of my own energy holds the answer to unlocking one's full potential and ultimate power. In balancing them, we exceed them both."

Spidey throws powerful kicks to the chest, using his mastered version of his aura spider arms to knock his dark self across the darkness, which gets weaker and weaker overtime. "It's like what Moon Knight said, 'Do not accept or reject one or the other. Allow both to find equilibrium with each other, then rise above them. Be as the sun and the moon'."

" _ **But what about our Uncle Ben?! The people that have died in our life?! Our anger and guilt?!"**_ Symbiote Spidey said while being tossed around by a web.

"Have all been forgiven and controlled. If I want to move on with my life, I have to put the past behind me to find total balance and peace. And that includes YOU getting off MY dark half! He used to look very handsome before you got your slime all over him, and I know the perfect stain remover!" Spidey dashes towards his Symbiote half and holds his shoulders tightly. "Shun Goku Satsu!" Using one of Akuma's most dangerous moves, Spider-Man destroys the symbiote controlling his dark half in a flashing instant, with the kanji of the spider glowing on his back. "So that's what it feels like? Nifty."

 **BGM End**

Dark Spider-Man (with his black suit looking more like the Spider-Man 3 suit), now freed from the corrupted influence of the symbiote, lies weak on the ground, that is, until his light half helps him up to the ground. _"Thanks."_ Dark Spidey said.

"No problem. Sorry I've ignored you all this time." Light Spidey said to his dark self.

" _Well you've always been ignorant, so that's expected. Then again, I AM you, so I guess that's me ignorant thinking the light side's been always weak and pathetic. So I'm sorry about that."_ Dark Spidey apologized.

" _ **Awww, look who became quick friends after five seconds."**_

Distracted on where that familiar voice came from, both Light and Dark Spidey are tangled up from all limbs by black tentacles, lifting them up to the air where they see the malevolent face of the Symbiote Spider-Man still alive and kicking. _**"Did you really think you could get rid of us so easily? We have taken root in Peter Parker: Mind, body, and soul,"**_ He said, dragging the two halves of Spider-Man to the symbiotic ooze below so he could assimilate both for good. No matter how much they struggle, they can't seem to break free from the dark webbing. _**"Why bother struggling? There's no place you can hide."**_

The two halves of Spider-Man are almost consumed by the symbiote ooze, leaving only their hands still sticking out before they are too eaten up, but the hands of a familiar-looking old man grabs both and drags them out back to the surface, and that man, is their Uncle Ben.

"Boy's got no need to hide." Uncle Ben said to the G-Symbiote.

"I'm stronger than you think." The light and dark Spider-Man, as well as Uncle Ben simultaneously said that same line. As Uncle Ben disappears into the two halves of Spider-Man, they both back flip to a hidden web net, where the images of their friends and family from all dimensions are seen being absorbed into their own souls.

" _Now, mud-stain..."_ Dark Spidey started talking to the G-Symbiote.

"Shall we dance?" Light Spidey finished for him. The two Spideys jump from tentacle to tentacle, destroying each limb with a simple punch, all while making their way towards the face of the Symbiote Spider-Man and punching it, blinding him in a web net.

It quickly reforms back in it's normal, symbiote beast form and animalistically lunge at the web they're sticking onto, but they quickly jump away to another web. The light, red-and-blue Spider-Man shoots a web ball, blinding the symbiote, leaving the dark, normal black-and-white Spidey to kick him in the side. The two Spideys then work together to demolish and wreck the symbiote, slowing destroying the eternal void that has darken the mindscape, slowly revealing its real location as a red-and-blue colored land with webbing splattered all around the mindscape. With an aura-powered fist, the Spideys punch the symbiote to this invisible wall, ending its reign with one last swing kick to the chest as it screams in pain before finally blowing up itself and the dark mindscape it has created.

The two Spideys take off their mask and look to the sky above them to see their beloved Uncle looking down on them. "Thanks, Uncle Ben." They both said to their uncle.

"Anytime, kiddo. I'm always here." He said. With one last smile of a proud uncle, he leaves in a flash of light.

" _ **Well, well, well. It would seem you two finally done it, haven't you?"**_

Both Spideys turn around to see both versions of Ero, the light and the dark, walk towards them in their more humanoid form that's made up of millions of spiders. "Yeah, I guess we did." Light Spidey said, giving his dark half a high-five.

" _ **Hmph. We knew you would finally control and accept the darkness as a force for good,"**_ Light Ero said. He then turns to his dark half and the two exchange looks, _**"Although, I wasn't expecting MYSELF to do the same thing."**_

" _ **Certainly, hanging out with the boy have made us complete a goal we never thought was possible for ourselves."**_ Dark Ero said to his light other.

" _ **Indeed."**_

" _Okay, So what now?"_ Dark Spidey asked his others. Suddenly, the dark hero gets a weird stomach cramp and pops out the 'relics' of Remnant, but these ones are colored and glows black unlike the others. _"What the?! The relics?! What's going on?! And why are they glowing a creepy black color like that?"_

" _ **It would seem, when the G-Symbiote tried to take control over us, it also somehow split the relics into two halves: One set composed of light, and the other set composed of darkness."**_ Light Ero guessed.

"That's weird." Light Spidey said.

The dark relics floating in mid-air circle around at astonishing speeds, focusing all their power into the center of the circle to form a black E-ISO crystal with a lighter shade of a black _yin_ symbol painted on its center.

" _An E-ISO crystal?"_ Dark Spidey questioned its sudden appearance from the relics.

" _ **The Gentle Darkness E-ISO. Grants you the full power of darkness without losing your way."**_ Dark Ero said to the dark Spider-Man.

"Just like how the A-ISO I have grants me the full power of light." Light Spidey said, revealing his light ISO-8 crystal to the others. Right then and there, the light versions of the relics suddenly pop out of the light Spider-Man, joining the other powerful objects in the air and fuse together into a single ISO-8 relic that resembles a spider emblem, constantly glowing and switching between the light and darkness, creating a _twilighted_ color.

"Uhhh, what just happened?" Light Spidey asked as the Spider Crest floats back down from the air.

" _ **Remarkable…The relics and the ISO-8 fused together into a new type of ISO-8: The Peerless Twilight ISO-8 Emblem. The Crest of the Spider. A symbol of one achieving Perfect Synchronization. Who knows what sort of power this new relic contains?"**_ Light Ero explained to the webheads.

" _ **We can figure that out AFTER we destroy the symbiotes."**_ Dark Ero said to remind them of their current mission.

" _ **Your right. Spider-Man! You know what to do."**_ Light Ero said to the light and dark wall-crawlers.

"Alright! Ready to do this, partner?" Light Spidey asked his dark counterpart.

" _Let's save New York!"_ Dark Spidey shakes his other's hand as they exit the mindscape as one.

* * *

 **Back in Manhattan**

 **BGM-Spider-Man: Web of Shadows OST-Track 23**

Barely a second has passed in the real world while Spider-Man was dealing with his inner struggle. Now with his symbiote weakened and suppressed for just a short while, Peter rejects the black suit one more time so he could fully re-focus on turning on the device.

' _He's okay!'_ Yang said, noticing how Peter's back in his red-and-blue costume.

' _Aw yeah!'_ Nora fist pump.

After inputting the final commands, Spidey web swings out of the device chamber, leaving a very confused Vulture on how he was able to conquer his darkness so quick and swift.

" _ **Spidey!"**_ Toxin calls out to Peter on top of a rooftop. The amazing web-slinger lands right beside her, _**"Did you activate it?"**_

"Yeah! It should initiate at any moment!" Spidey said.

' _Then let's hope this work.'_ Ozpin said in their thoughts.

They all notice a bright blue glow coming from the device and the tower itself, releasing a massive electromagnetic shockwave that encompasses the entire city.

' _Peter, any changes?'_ Ruby asked her friend. The force of the shockwave finally hits where Spidey and Toxin are standing and starts to painfully rip the G-Symbiote beast from Peter's body and screeches in agony and pain, while Cinder just gets a painful headache since her symbiote has completely bonded down to the cellular level.

' _C'mon, Peter! You can do it!'_ Blake encouraged Spidey to not give up.

' _You've got this!'_ Weiss chimed in.

' _Almost there!'_ Yang spoke up.

' _Just a little more! Just a little more!'_ Ruby said.

The super weapon has now reached full power, releasing an even more powerful shockwave that finally destroyed Peter's evil symbiote for good, as well as destroying all the billions of symbiotes that have taken over their hosts and released them from their captivity. Once they've realized they've been freed thanks to the efforts of Spider-Man, the entire city of New York cheers for their amazing hero.

' _Spider-Man! You did it! You actually did it! You've saved New York!'_ Ruby and the others on Remnant cheered for Spider-Man for a job well done.

 **BGM End**

As Peter starts to get up from the floor, he realized his suit has gotten a slight makeover, looking more refined, more mature, more amazing than ever before as a result of mastering his light and darkness (It's basically Insomniac Game's "Marvel's Spider-Man" suit he's now wearing. Giant white spider symbol and everything, with the addition of the _yin_ and _yang_ symbol painted on the top of each knuckle and the white spider symbol glowing a calm, gentle dark color as its outline).

' _It would seem that a certain child has finally mastered his light and darkness.'_ Madame Web said with a proud smile watching.

" _ **Yeah. Looks better than the last one."**_ Toxin commented on his new costume while helping him up from the ground.

"Thanks. And I see you're still bonded, huh?" Spidey said to her about her symbiote.

" _ **You make it sound like it's a bad thing."**_ She teased him as they watch from above the city they saved together as a team, watching S.H.I.E.L.D. helping the civilians up their feet and taking them to a place to recover and relax after the day they've been through.

Peter then gets a call coming from Black Widow through his earpiece. _'Spider-Man, the device appears to have work. We are-.'_ The congratulations are cut-short when the alarms start beeping about a danger happening somewhere in the city. Spidey hears the running footsteps of Winter Schnee entering the office where Natasha is in.

' _Emergency! Sightings reporting that of Venom, Carnage, Salem, and a huge number of symbiotes are attacking the Helicarrier!'_ Winter informed everyone, shocking them to the core that there are still some symbiotes left to be destroyed.

' _Oh no! This is bad! Crew compromised!'_ Black Widow said in a panic.

" _ **What would Salem want with the Helicarrier?"**_ Toxin wonders.

' _Oh no! The Dimensional Drive!'_ Ironwood horridly realized what they might be after.

"The what?" Spidey asked the General on what the hell he's talking about.

' _A special engine powered by the ISO-8 that allows the Helicarrier to access ANY dimension! It's how it traveled to Remnant, remember?'_ Ironwood explained to them.

' _If Salem gains control over the Helicarrier, the entire multiverse is at risk of turning into symbiotes! You two HAVE to stop her!'_ Ozpin said.

" _ **How?"**_ Toxin asked, wondering how they'll be able to get to the Helicarrier.

Thankfully, a familiar crescent moon looking ship flies over to where Spider-Man and Toxin are standing. _"The situation is dire, Spider-Man! I'll transport you and Toxin to the Helicarrier at once!"_ Moon Knight said to the web team from his ship.

"Thanks! It's a little out of web range!" Spidey joked. Knowing the end of the multiverse is approaching if they don't do something about it, Spider-Man and his trusty rival companion, Toxin, quickly hop on top of Moon Knight's ship. "Alright! This is it! It's now or never! Let's go save the multiverse! Again!" He said pointing straight forward as Moon Knight acts as their transport toward the Helicarrier, toward the final battle that will decide the fate of their worlds.

* * *

 **BGM- Spider-Man: The Animated Series OST (1994)- Ending Theme**

 **Shadow: My name is Shadow. Shadow the Hedgehog. It would seem that the ones they call Salem and Venom are the ones behind this alien invasion. Somehow, Salem was able to use the ISO Emeralds to activate Chaos Control and teleport the planet of the symbiotes in all three of our dimensions at the same time, using a special gas that paralyze everyone on each planet. Getting them ready to be infected by a planet-sized population of symbiotes. Spider-Man and that Cinder woman are our last defense in stopping those two from taking over our worlds. It's up to you, Spider-Man. It is time to put your past behind you if you want to save everyone. It's now or never!**

 **Next time on Spider-Man and Cinder: Flaming Web of Light and Shadow-**

 _ **The Final Haunt**_

 **Spider-Man: After I've beaten you, then I can finally put the past behind me.**

* * *

 **KFX here: We're approaching endgame, folks. Two more chapters to go along with an epilogue. Spider-Man vs. Salem Round 2 is coming, along with Toxin vs. Venom and Carnage. Shadow will finally get involved in the action next chapter. But first, let's go over Spider-Man's new powers and forms after mastering Perfect Synchro:**

 **Abilities:**

 **All of Peter's strength, speed, agility, mystic elements of his power, etc. have been increased by 10 as if he's wearing the black suit while still in his red costume**

 **Can now use the powers of positive and negative energy thanks to his aura**

 **His stingers have been upgraded to be highly effective against magic-based opponents**

 **Similar to the Grimm, Peter's Spider-Sense have been upgraded to sense positive and negative emotions of any person or beast**

 **Can summon spider-variants of the Grimm to battle he calls "Arachnoids"**

 **His mastery over his aura has improved and can manipulate his aura to create arms and spider legs at a greater extent than before**

 **He can harden his body and limbs with a black, thick harden web silk to perform additional damage or defense**

 **Peter can exert his own willpower to dominate the wills of other like a shockwave, rendering those too weak to handle it unconscious**

 **Moveset:**

 **The special attacks he used when he was Symbiote Dark Spider-Man can now be available to him at any moment, along with new other moves**

 **Super Arachnid Fist: Upgraded version of his Arachnid Fist attack that takes the shape of an enormous red-and-blue colored spider dragon that resembles Shenron from DBZ but with the eyes and characteristics of a spider. It can also be used to unleash a flurry of devastating punches**

 **Ultra Kumo Hadoken: Combine the light and dark to unleash a devastating energy beam that could potentially destroy the world**

 **Transformation (Perfect Finalization):**

 **While wearing his Iron Spider Armor and using the power of ISO-Spider Emblem, Spider-Man can activate Perfect Finalization for his Black Ace and Red Joker forms, looking like a cross of their regular forms with that of Symbiote Dark Spider-Man, giving them a more beast-like appearance while still remaining in complete control.**

 **Shin Black Ace: That abilities of Black Ace Spider-Man has been multiplied by who knows what limit. He can easily surpass the speed of light in this form, demolishing his enemies in a blink of an eye and can suck them in multiple, unescapable black holes and has a new special move called "Shadow Destroyer Galaxy".**

 **Shin Red Joker: This walking tank is back possessing increase in its already monstrous offensive and defensive capabilities that could mow down anything its path and survive nuclear-scale explosions. Even with its low mobility, it can still jump very high in the sky and can give the Hulk a run in pure brute strength. Truly the powers of a Spider-God. And its new move "Crimson Solar Breaker" has the power of at least 10 nukes.**

 **Truly the powers of a Perfect Synchronized Spider-God Avatar. While not on the same level as Sacred Spider King, the Shin forms of these already destructive transformations are not to be messed with, god or not.**


	22. Issue 20: The Final Haunt

_Issue 20: The Final Haunt_

 **BGM-Spider-Man: Web of Shadows OST-Track 35**

On top of Moon Knight's Crescent moon ship, Spider-Man and Toxin head to the massive Helicarrier floating above the city for the final battle against the symbiotes, who have already converted most of the ship to their little, purple/black cruiser of destruction, packing wrapping tentacles, teeth on some parts of the vessel, and hundreds of converted S.H.I.E.L.D. agents packing their own heat. The odds are greatly against them, but if they want to save their worlds before they get their first case of the symbiote flu, then they have to prevail and come out on top.

' _Alright, do you any of you have a plan to stop the symbiotes before they take control of the ship?'_ Glynda asked the small team of heroes through telepathy.

" _I fear the only way to destroy the creatures, is to destroy the ship."_ Moon Knight replied while driving his ship.

"Sure, crash the Helicarrier," Spider-Man responded to the plan, wonder why the heck Moon Knight put in a way that destroying the ship will be as easy as making pie. "Any suggestions?"

" _A series of carefully placed bombs would start a chain reaction destroying the ship. You will find bombs at the hanger deck."_ Moon Knight told them.

" _ **Great, where's the hanger deck?"**_ Toxin asked.

" _Behind those massive blocked doors. I can hack those open if it wasn't for those anti-jamming defense emitters. Take those out and I'll be able to hack through."_ Moon Knight said to them.

' _One of you will also have to deactivate and destroy the Dimensional Drive. We can't risk Salem infecting other dimensions.'_ Ironwood said, giving them another objective to complete.

' _And once that's destroyed, call us if you need help. We'll be happy to lend you guys a hand in stopping Salem.'_ Yang said.

" _ **I'm sure the two of us are MORE than enough for this battle."**_ Toxin said, all arrogant.

' _This is your final mission. You're all that stands in Salem's way of inter-dimensional domination. Finish the fight I started all those years ago.'_ Ozpin said to the Web-Warriors.

' _You got this, Spider-Man! You're the Ultimate Huntsman Avenger our two worlds got, so show them what you got!'_ Ruby said to encourage Peter.

"Thanks, Rubes. Moon Knight, take us in. We're gonna end this right here, right now." Spidey declared.

" _Good luck, Web-Warriors!"_ MK said, dropping the web-warriors to a nearby aircraft next to the flying battle zone.

 **BGM End**

The two web-slingers swing to giant edge of the infested Helicarrier after spotting one of the jamming devices. When they land, they inevitably get the attention of the hundreds of thousands of malevolent symbiotes onboard the large vessel. All kinds of symbiotes ranging from the Berserkers to the Mystics and they look mighty mad at the heroes who killed most of their brethren, that or they're hungry.

 **BGM-Dragon Ball Super OST-Ultra Instinct Rush**

" _ **Guess they're not too happy with us crashing their party. Let's show them what the universe's strongest rivals could do, huh Spider?"**_ Toxin asked while powering up dark, vibrant, but godly crimson aura.

"Ah yeah," Spider-Man let out a shout, gesturing his arms and hands tight as his new, single, but complex aura explodes around him. An aura that's mostly comprised of purple with some red and blue coloring in the mix, with the entire wave pattern consisting of rippling, fire-like energy, complete with golden and black sparkling particles traveling upwards. Another sign of Peter mastering his Light and Darkness, and achieving Perfect Synchro. "Let's rock n' roll!"

The web-warriors dart at the countless aliens in a fearless form, double teaming the rapid marauders with an onslaught of various martial art attacks combined with their organic webbing. The symbiote god crash lands in the middle of a small pile and produce multiple fire pillars that burn the symbiotes into nothing but ash. Cinder then proceeds to utilize the full force of all her Symbiote Change transformations. With Taurus change, she burns her enemies into a crisp with a devastating flame beam. Cygnus change, cuts through the winged symbiotes and smashes their heads in with a powerful water punch in her Virgo form. She transforms into her Crown form and conjure up an electric blade, using the G-Symbiotes' weakness to her advantage by slicing them up into little crumbs, destroying the last few remaining slime balls with a grassy hurricane in her Ophiuca form. With the resistance out of the way for now, she hops onto the jammer and destroys it with a stab to its core.

Close to the second jammer, the spectacular red-and-blue wall-crawler swings over to it while taking on the oncoming swarm. "I think it's time for your nap, boys and girls! Good night!" He quipped in the air, using his giant aura arms to smack the symbiotes away from him as he turns back to the jammer. Spider-Man sees more aliens that wants a beatdown so he gives it to them, using his aura spider-legs to burrow through the ground and manifest below the symbiotes with the piercing legs of a spider. "Don't worry, my friends! There's plenty of that coming right at ya," He extends his aura arm outward and transforms it into a giant ball. With his enhanced powers thanks to Perfect Synchro, he hardens his arm ball in a black, thick web silk to make it hard as steel, thrusting his harden aura arm to pound through the symbiote line with ease. "Strike! Man, I love bowling!" He quipped while shutting down the second jammer.

The Spider joins back with Toxin to shut down the final jammer while fighting more symbiotes, working and combining their attacks with each other in perfect harmony. "Double Crawler Cyclone," They both shouted while performing ground-kick combos that looks like a mini-cyclone, blazing through the monsters in a tornado of webbing.

' _Whoa! Those two are awesome!'_ Nora said while watching the fight from Remnant.

' _They're so in-synch it's almost scary.'_ Blake commented.

' _That's what happens when two, fierce rivals work together for a single cause. Their combined might and tenacity makes them almost impossible to defeat.'_ Madame Web said to the girls and professors before resuming to the fight on Earth.

Even after destroying countless amounts of symbiotes, those persistence little inklings just keep on coming. Eventually they were able to surround the web-warriors by a countless amount of them.

"This is it! Ero!" Spidey shouts to his spider other, charging up his purple aura.

" _ **Toxin!"**_ Cinder shouts to her symbiote other, charging up her dark crimson aura.

Both their auras explode and swirl in a giant, vertical vortex, generating an incredible strong tremor that blows away dozens of symbiotes due to their combined overwhelming power they're emitting. Forming from their auras, the purple avatar of Peter's Other manifests in its huge Man-Spider form, but now covered in the Toxin Symbiote, giving Ero a knight-like armor of red-and-black.

" _ **Now this is a symbiote I'm comfortable working with!"**_ Ero said, morphing his six arms into blades of flames.

" _Let's do this, old man!"_ Toxin said to the Spider-God.

With a single, awe-strucking sword swing, Ero outright decimates the entire symbiote force with a mighty roar. _**"Time to show you real power! Shinbioto: Kumodama,"**_ Ero charges his positive and negative energy into a purple ball of destructive power in his mouth, further enhancing it with the power of the symbiote god and fires it at a large group of symbiotes, blowing them away and shaking the ship simultaneously from its raw power.

 **BGM End**

With the symbiote army weakened for a minute, Symbiote Ero destabilizes back to Spider-Man and Toxin, with the former destroying the last jammer needed for Moon Knight to hack through the massive doors blocking their way to the bombs.

" _Did it. The doors are open."_ Moon Knight told them after a quick hacking session.

"Thanks, Moon Knight," Spidey replied and then turns to Toxin. "I'll go and plant the bombs around the ship. Think you can go and deactivate the Dimensional Drive?"

" _ **You make it sound like it'll be difficult."**_ Toxin replied with her hand on her right hip.

"Well, can you?" Spidey asked her.

" _ **I'm a professional hacker. I can probably hack all of S.H.I.E.L.D. in my sleep."**_ She said.

"Well that's good to know for the future. Let's head out!" Spidey ordered, and so they are off.

The vault containing the bombs are guarded by two Red Berserkers and a Symbiote Nuckelavee waiting valiantly for anyone that dares challenge them. "Hi, I'm here to buy two bombs to blow up your ship! I hear there's a 100% sale going for them now," Spidey quipped from the ceiling above the symbiotes.

The three symbiote warriors do their best to hold off the Spider, but his enhanced Spider-Fu maneuvers helps him kill them all before they could even move a tiny muscle. "So, old timer! Want to give me any helpful or non-help advice when my bad luck leads me to fight Salem again," Peter asked Ozpin while he grabs two bombs and takes off back outside.

' _Like me, Salem is also a master in manipulating the mystic forces of Remnant, but likes to specialize in its dark arts, believing it to be the most powerful form of magic,'_ Ozpin starts explaining to Peter as the webhead plants a bomb inside the central mechanism of the ship's anti-airship cannons by entering through the long hose outside. _'She has the unique ability of absorbing or nullifying one's aura, making herself stronger while weakening her victim.'_

"Ooooo, scary." Spidey said with a surprising non-worried demeanor.

' _Thankfully her ability doesn't work on those with a unique aura such as yourself or those with a special power like Ms. Rose's silver eyes.'_ Ozpin told him.

' _Yay! I'm immune!'_ Ruby cheered from the sidelines.

' _But that was before she bonded with a G-Symbiote, so who knows what her new limits are. If I were to guess, her new power might rival that of Doctor Strange's, maybe even surpass him.'_ Ozpin informed the webhead while fighting some Vulturelings under the Helicarrier.

"Eh. I've faced 20 other magicians that said the same thing and still lost. Baron Mordo. Dracula. Doctor Doom. Even though I was on the inch of my life those few times, especially with Doom, I'm sure I can manage with old Sally, no problem." Peter said, planting the second bomb to the bottom of the ship.

' _And that's what make you a valuable asset in this battle.'_ Ozpin said.

"Stop calling me an asset. I'm not property." Spidey said while swinging back on top of the ship.

' _Oh. Sorry.'_

* * *

 **Dimensional Drive Engine Chamber**

 **BGM-Sonic Adventure OST-The Past**

Toxin walks into the special chamber deep within the Helicarrier that holds the giant, multi-colored engine part that's powered by the ISO-8 to perform inter-dimensional travel to other worlds. _**"This must be it."**_ She said, walking through the surprisingly untouched chamber to the central control pad placed in front of the huge engine. She immediately uses her frightening hacking skills to shut down the engine component, causing the energy levels to sink like a rock until it hit zero, deactivating the dimensional dome surrounding the city as well. _**"And to make sure no one undo my work,"**_ Cinder slices through the panel with a single chop, that way no one else could activate the warp drive. She communicates with Spider-Man through her earpiece, _**"I've shut down the Dimensional Drive. Heading back now."**_

' _Good. Meet ya outside.'_ Spidey replied.

The blazing woman from Remnant turns around so she could head back outside but stops in place after two steps and looks back at the engine, _**"It's strange. The hallway I came here through barely had any symbiotes guarding the place. Not to mention it's all too quiet in here, as if no one hasn't entered this place yet."**_

" _Is that weird?"_ Toxin asked her.

" _ **Sort of. If Salem wanted access to other dimensions, why hasn't this placed used by now? They already have most of the ship under their control. There's something else going on here, but I know I won't find the answers by just standing here. Let's head back out."**_ She said before teleporting away out of the empty room.

 **BGM End**

* * *

 **On top of the Helicarrier**

The two web warriors meet back at the other side of the ship after completing their respective missions. "Now are you SURE you deactivated the ship's warp drive?" Spidey asked his partner.

" _ **Would I ever lie to you?"**_ Toxin playfully teased him.

"Yes," Spidey said bluntly.

Cinder sighed while shrugging, _**"Yes, I shut them down. Now these symbiotes can take their vacation somewhere not in other dimensions."**_

"Okay, good," Peter turns to his earpiece to contact Moon Knight. "Moon Knight, this is Spider-Man. We've planted the bombs and deactivated the Dimensional Drive. Now can you pick us up? I want to go home now; my legs are starting to chaff."

" _ **Ew."**_

' _Alright, I'll pick you up. OH NO…'_ Suddenly, Moon Knight's transmission is abruptly cut off, leaving only ear-retching static through the call.

"Moon Knight! Hello!? Are you still there?! Answer me!" Spidey shouted, worried that something bad might have happened to the knight of the moon.

Then, a dark, cold vibration hits the nerves of both Spider-Man and Toxin, triggering their spider-senses to a full storm. _**"You sensed that?"**_ Toxin asked her partner with a serious voice.

"I FELT that. A malicious energy filled to the brim with negative emotions that are out of this world." Spidey replied, acting just as serious as Toxin.

' _You're right, Spider-Man. A dark presence unlike any other is around your vicinity. Stay sharp.'_ Madame Web warned the web warriors.

" _ **There's only one person who would possess this much negativity from their presence alone. One person."**_ Toxin said to Peter.

"Your right," Spidey slightly, not fully, turns his head to his back view. "Come on out! We know you're there! So stop being a coward like you always are and face us…" He and Cinder turn their bodies fully to their back. "Salem."

 **BGM-Dragon Ball FighterZ OST-Confrontation**

Phasing through the floors of the ship with her black ooze, the Symbiote Queen of this entire invasion now resurfaces in complete form to face her enemies with her wicked smile and dark red eyes.

' _Salem!'_ Ozpin recognized his long-time foe.

' _So that's what Salem looks like with the symbiote. She has the white spider symbol and everything.'_ Ruby said while taking a quick glance of Salem's new dark attire that's a cross of her regular robe with the symbiote.

' _Though I hardly call being controlled by an alien an improvement.'_ Yang said to her sister.

Despite the danger he finds himself in right now, Spidey is still sprouting a cocky smirk behind his mask. "Hey Sally. Long time no see! I'm so happy to see you again." He said to Salem.

"What a coincidence, me too," Salem decided to play along with the Spider's cheeky conversation. "After all, it is irresistibly enjoyable mashing you all to withered dust." She powers up an explosive, demonic red-and-black aura so strong it creates powerful tremors and wind currents that slightly tilt the ship they're standing on while almost blowing away her two opponents.

" _Err. Her power is incredible. She's definitely gotten a lot stronger since the last time we fought. But guess what, so did I."_ Spidey said in his thoughts before the wind doesn't bother them anymore, standing straight tall and fearless against the wicked witch from Remnant.

Salem can tell that Spider-Man's different from before judging from his new costume and starts laughing. "As I had expected, you are the one who comes to me in all this chaos," She starts to take a few steps forward while still surrounded by her dark aura. "You have managed to conquer your own darkness without losing your light, achieving the sacred state, Perfect Synchro. A glorious power that no god has ever mastered before. Now show it to me!"

"Heh! Fine! But just to let you know, this power isn't meant to defeat! It's meant to help one push forward!" Spider-Man told her the real purpose of Perfect Synchro.

"Humph! Power is just power! The desire for all power leads to conflict. And that conflict leads to the ultimate battle!" Salem demonstrated her statement by crushing the energy she developed in her palm.

"Whatever you say! I've actually been REALLY looking forward to settling things with you for a long time, buddy!" Spidey said while getting in his unique fighting stance.

"Oho. You make it sound like we're longtime rivals." Salem said with a smile.

"Of course. We're such great pals, aren't we? That selfie we took before really proves we're such fine friends." Spidey playfully mocked the wicked witch, which does a good job in irritating her from that embarrassing selfie he tricked her to taking a few months ago on Remnant.

" _ **Hold on. You actually got Salem to take a selfie with you?"**_ Toxin turned to Spider-Man with that question of disbelief. _**"I can't tell if you're really brave or really stupid. But I am interested to see what her reaction was like."**_

"Now Cinder, is that any way to respect your master and teacher?" Salem asked her former apprentice.

" _ **Teacher? Yeah right. This idiotic webhead is a MUCH better teacher than you could ever be."**_ Cinder replied with a point to Spider-Man.

"I am?" Spidey reacted with great shock and disbelief.

' _He is?!'_ Everyone watching this from Remnant reacted the same way as Peter.

" _ **Besides, why should I respect the person who FAILED to control the symbiote as promised and stupidly got herself infected and controlled by the darn thing?"**_ Toxin asked, a bit angry at Salem for failing to keep her promise to help Eddie control his symbiote.

"I did try my best to uphold to that promise, but unfortunately it was no use," Salem said to her. "During those two weeks, I used everything in my disposal to find a way to perfectly control the symbiote and harness its limitless potential, but each trial and experiment ended up in complete and utter failure. Not even after infecting my very own BLOOD into the organic life form did nothing more but further increase its control over me."

"Ooooh, how surprising!" Spidey said, not acting very surprised at all, almost mocking Salem with that voice of his. "See? This is the kind of punishment idiots like you deserve! I told you before. No one can control the symbiotes! NO ONE! They are a danger to yourself and all of mankind! Their only purpose in life is to destroy EVERYTHING until the entire universe is nothing but an empty void! I'm sure even YOU aren't that crazy enough to have that happen!"

"And I'm sure I remember telling YOU I couldn't care about controlling the symbiotes. Not anymore." Salem told the Spider, ignoring his helpful advice. "I've simply learned to embrace its power and corruption since we both share the same goal of destroying all life in the cosmos until they are remade in OUR image. A PERFECT world order. Those who do not share our vision will be CRUSHED by it!"

Now knowing Salem is a lost cause, big shock to no one, Spidey just shamelessly rubs his mask with his palms. "Aye-aye-aye! Ozpin. Has Salem always been this STUBBORNLY stupid during your past hissy-fits with one another?" He asked the thousand-year old professor of Beacon through telepathy.

' _Well I never really called her stupid but-.'_

 **BGM End**

"Oooh. So you're talking with Ozpin, aren't you? No doubt with the help of that 'Madame Web' person from before I'm guessing." Salem asked when she heard Peter call out her mortal enemy's name.

"Uh, no we're not! We're talking to, uh, Stan Lee! Yeah, that's it! Tell her, Cindy!" Spidey said when he turns to Cinder.

" _ **Uhhhh…"**_

 **BGM-Shadow the Hedgehog OST-The Grudge**

"Hohoho. Good. Now he can agonizingly watch helplessly from Remnant as I finally accomplish my longtime goal of completing the ritual of prosperity as planned and achieve ultimate victory over him and his so-called guardians." Salem said, forming a creepy smile on her face at the heroes from both worlds to see.

"Oh yeah? How're you gonna pull that off? Buy out his favorite coffee shop, 'cause I don't see how that's relevant in the grand scheme of achieving ultimate victory." Spidey blabbered.

"Hmhmhm. Foolish little insect. I have a much better plan that doesn't involve buying out his 'favorite coffee shop'. Look closely..." Barely concentrating and thinking with her mind, seven glowing emeralds of power materialize out of nowhere and floating around her body.

All the heroes are absolutely shocked that Salem has what's probably the most dangerous weapons in all of their worlds. _'Are those what I think they are?!'_ Pyrrha asked with her eyes widened in fear.

" _ **The ISO Chaos Emeralds?!"**_ Toxin said with a shocked face too.

Peter is scared out of his mind, ruffling his head in the horrors of what he's regrettably staring at, "How the hell did she get the ISO Emeralds in such a short amount of time?! We hid them in extremely secured places across the world that not even the Watcher could find with his blank eyes of his!"

"It's quite simple really. After Venom followed you without your knowledge to the vault at Avengers Tower where one of the emeralds were hidden in, I simply used the magnetic properties these gems possess to locate the other six. Kind of like how the Chaos Emeralds from Mobius possess the same 'attract and repel' abilities." Salem told her enemies.

"Somebody's been doing their homework." Spider-Man said with a serious glare at Salem.

' _Salem must have used the ISO-8 Cinder gave her to spy on both worlds and collect knowledge about everything regarding the emeralds and their abilities.'_ Madame Web said to her allies.

Cinder sighed, _**"It's official. I'm an idiot."**_

' _Smarter than Spider-Man, at least.'_ Yang said.

"Hey!" Spidey retorted before sighing and focusing back on Salem. "But that still doesn't explain how you were able to find them while under the dimensional barrier."

"Two words: Chaos Control." Salem said with her fingers.

"OH! SO SHE CAN DO THAT NOW?! THAT'S GREAT! VERY AWESOME! NOW SHE CAN CONTROL TIME AND SPACE AT A WHIM NOW!" Spider-Man sarcastically responded, but you can practically hear the angry enveloping his voice as he talks.

"Indeed. Never before I thought an ability like it existed until you and your friends rebuild reality with its power," Salem said, remembering the last few moments of the Goblin War where Spider-Man, Team RWBY, and Sonic used a massive chaos control to beat Goblin and fix reality. "It was awe-inspiring when I first laid eyes upon it. An ability to command all of time and space. Not even I could ever conjure up a power quite like that without one of these emeralds. Emeralds that could rival that of even the mightiest of gods."

" _ **Well this situation has definitely gone from bad to worse!"**_ Toxin said.

"So now that you have the all-powerful McGuffins, what're you gonna do with them? Destroy the planet? Very generic plan for a generic villain such as yourself!" Spidey said.

"Heheheh…You frivolous, ignorant people. The symbiotes and I, we're not here to destroy humanity. We came to save it." Salem revealed to the heroes.

"What?!" Spidey said.

' _What is she talking about!?'_ Ozpin asked, as not even HE knows what his eternal arch-nemesis is talking about anymore.

"We have lived for MILLIONS of years and have observed countless civilizations, including the humans of each of our worlds," Salem starts explaining to everyone listening to this conversation. "The people of this planet, my planet, Mobius, are all driving their kind to ruin with constant cheating, competing, and futile conflicts. We are protecting this foolish mankind with perfect order of despair, and leading ourselves towards TRUE prosperity. The negative energy they constantly produce will fuel us for many generations. Kind of like cattle you could say."

 **BGM End**

 **BGM-Shadow the Hedgehog OST-Definition of Insanity**

The heroes of both worlds are absolutely shocked and horrified after she revealed her plans to them, but that doesn't mean Salem has revealed everything about it. "Now, the time is ripe," She starts levitating high in the air with the emeralds following her, looking like she's in front of the moon from their point of view. "From now on, we shall commence the ritual of prosperity! Chaos…CONTROL!"

The power generating from the ISO Emeralds emanates a giant green, bright light that envelops the entire Helicarrier and cover the sky of the city, blinding all those that are watching this strange phenomenon from both worlds. "No, this can't be!" Spidey shouted as he and Toxin cover their eyes from the bright light.

 **BGM End**

* * *

 **BGM-Shadow the Hedgehog OST-The World Came Crumbling Down**

Shadow the Hedgehog is close in approaching New York on foot until he senses a powerful energy coming from the sky. "Huh?" He said after braking. He looks up to the nightmarish red sky, up to space, and sees an entire orange-colored planet now floating in Earth's orbit after being teleported from somewhere across the galaxy. "Is that a…planet?" He said in almost disbelief but snaps out of it when he sees giant, black, plant-like tentacles sprouting from the planet itself and strike down at the major cities across the world, which of course includes New York, with that tentacles striking down at the Trask Building destroying the symbiote-disruptor bomb and the mysterious big nest that was plastered there.

"What's going on?!" Shadow asked, more confused than ever before, but the horror doesn't stop there. Billions upon billions of alien-like symbiotes start invading the entire planet Earth from their own world, immediately infecting any human or life form they notice from first glance. "An alien invasion? And from the looks of it, it's a big one." Shadow commented while looking at the sky filled with flying symbiotes.

The same thing is also mysteriously happening both Remnant and Mobius, with the planet of the symbiotes appearing out of nowhere on their planet's orbit and performing the same procedure it did on Earth, striking down it roots at all major cities/Huntsmen Academies which then leads a symbiote army down to infect the people of those worlds too.

"I need to move. Now!" Shadow said, now going at full speed to New York City, where a mysterious-looking red gas slowly starts to envelop the island and spread throughout the world.

 **BGM End**

* * *

 **BGM-Shadow the Hedgehog OST-My Perfect Plan**

On the Helicarrier, Spider-Man and his friends horribly stare at the planet, or 'planets', that's releasing a planet-wide army of malicious crazy symbiotes that's taking over the lives of countless innocents on each of their worlds.

' _Wh-What happened?! Why is there a planet orbiting both Earth and Remnant that's releasing an army of symbiotes?!"_ Ruby asked, all shocked, terrified, and greatly confused at the same time.

' _No! She didn't!'_ Madame Web exclaimed.

"That monster…She just warped the planet of the symbiotes into our planes of reality simultaneously using Chaos Control!" Spider-Man said, greatly surprising all his friends the moment he said that.

" _ **Th-That's impossible?!"**_ Toxin said in incredible disbelief of Salem's power.

"You never wanted the Dimensional Drive in the first place! You wanted us to deactivate it so you can lead your true invasion all across our worlds without our defensives!" Spider-Man shouted angrily at Salem as she smiles and descends back down to the floor.

"Hmhmhm, that's right." Salem admitted. "I had to distract you and S.H.I.E.L.D. with that 'small' invasion at New York so I could quietly steal the ISO Emeralds without any of you heroes noticing. That way, I can teleport the entire planet Klyntar with a fully-charged Chaos Control to lead the true invasion onto our worlds. And this couldn't have happened without you and Osborn's help, Peter Benjamin Parker."

"Me?! And Osborn?! What do we have to do with this?!" Spidey angrily asked the symbiote witch on how he and the Green Goblin somehow played a role in this.

 **BGM End**

 **BGM-Shadow the Hedgehog OST-Professor's Fault**

"If we recall, you were the first one to wear the Venom symbiote and brought it to Earth, correct? Rejecting its power and unintentionally gave it to Edward Brock, turning him into Venom," Salem asked him, angering Peter that she says is regrettably true. "The ISO Emeralds were created to combat the Green Goblin and his Goblin Nation. YOUR arch-nemesis, who had a role in giving YOU your powers, and also injected YOUR DNA into him and immeasurable his forces that almost took over the multiverse," She continued accusing Peter, getting him more and more riled up as she keeps talking. "Hmph. I guess what he said is true. Limitless potential AND limitless danger both lie within you. I thought he was spouting nonsense but it seems he was right about you on that."

"I can't believe you're actually crazy enough to AGREE what that madman says!" Spidey shouted in rage.

"Oh please. I don't like the thought of agreeing with him as much as you do. But you have to be honest, he was right about the danger you bring to this world." Salem said to the furious Peter.

 **BGM End**

" _ **Okay! Now you're just starting to piss me off!"**_ Toxin said.

"Glad I'm not the only one who wants to tear her head off," Spidey and Toxin dart straight at Salem for a doubled punch, but out of nowhere, a huge black-and-red symbiote like tentacle slams right between the web warriors and the Symbiote Queen before any conflict could happen, forcing the two heroes to jump back to their original spot. "Ah great! NOW what?!"

 **BGM-Spider-Man: Web of Shadows OST-Track 45**

Multiple more of those humongous, slimy tentacles starts to envelop the infested Helicarrier. And with a thunderous tremor and a mighty roar, something big and terrifying climbs from the edge of the ship.

" _ **You have GOT to be kidding me?!"**_ Toxin said when facing this massive behemoth in front of her and Spider-Man. This monster, this ginormous G-Symbiote beast with multiple heads and monstrous teeth roars at his tiny enemies. The color of this monstrosity is a sick, twisted fusion of black and red. Bones protrude from its back and sides. One giant head that looks extremely similar to Venom, but now has the white bone mask of a Grimm. The other giant head also looks extremely similar to Carnage, but with multiple orange eyes like a Grimm. And the other four, smaller heads, two looking like Venom and the other two looking like Carnage, all stare down at their tiny prey while holding the bombs Peter planted earlier.

 **BGM End**

' _What the hell are we looking at?!'_ General Ironwood asked in utter horror.

"That…thing looks like a fusion between Venom and Carnage! They must have absorbed the invading symbiotes to turn into that massive behemoth!" Spider-Man answered him.

"You are correct, Spider-Man," Salem said to the webhead. "This is my greatest creation. The ultimate Grimm/Symbiote Hybrid for the entire world to see. A pure god of destruction under my control."

The Venom/Carnage fusion behemoth looks at the tiny bombs they have in their tentacles. _**"WHAT ARE THESE PITY LITTLE THINGS?!"**_ The Venom part of this giant monster spoke up

" _ **I'LL TAKE THAT!"**_ The Carnage portion said, using one of its own head to swallow the bombs a whole.

" _ **Okay! Now you guys are REALLY over your multiple heads,"**_ Toxin said the symbiote monsters that are standing right in front of her. _**"You! This ship! This invasion! They are all going down today!"**_

" _ **HAHAHAHA! YOU REALLY THINK IT'LL BE THAT EASY?!"**_ Carnage said with another vicious cackle.

" _ **WE CANNOT BE STOPPED! WE WILL USE THIS VESSEL AND ITS WONDERS TO TAKE THIS WORLD AND THE UNIVERSE APART!"**_ Venom told the heroes.

"What about the innocent, Eddie?! This is against EVERYTHING you believe!" Spider-Man told Eddie, the real Eddie that's hopefully still inside that massive pile of symbiote goo.

" _ **EDDIE BROCK. CLETUS KASADY. AND EVEN THE ONE CALLED SALEM ARE SUCH A SIMPLE PART OF WHAT WE ARE! BUT YOU…YOU AND TOXIN'S POWER WILL COMPLETE US!"**_ Venom said, truly revealing that the symbiotes are the real bad guys of this entire invasion.

" _ **How about you try and kill us if you want a chance to absorb us?!"**_ Toxin teased him with arrogance.

"Don't get so optimistic just 'cause you warped a planet to our orbit!" Spider-Man said, playing it cool and confident.

' _Yeah! Just watch! We'll come in right now so we can crush that entire planet…'_ Before Yang could finish acting so cocky and the team preparing to help Spidey, her body suddenly stops moving and freezes.

 **BGM-Shadow the Hedgehog OST-Between Dark and Dawn**

' _YANG! What's wrong?!'_ Weiss asked before she too freezes up, along with the rest of Team RWBY, Team JNPR, Ozpin, Glynda, Ironwood, Madame Web, and even Spider-Man himself are suddenly frozen in place and can't move a muscle.

" _ **Spider-Man!"**_ Toxin shouts when she sees Spider-Man's non-moving body, leaving her the only hero who could move for some strange reason.

"Hahahaha…" Salem laughed as if something good has finally happened. "The hive we planted over at that tower is finally being put to its uses. A special bio-engineered gas that we symbiotes created using the ISO-8. When the nest was struck down by the arrival of the Klyntar planet, it released the gas into the planet's atmosphere and becomes highly toxic which will paralyze your nerve cells. Not even your auras or superpowers could resist it unless your bonded with a symbiote like us. Right now, this gas is also being absorbed by the Klyntar home world and spreading throughout the other worlds. It's all over now…Hahahahaha!"

" _ **You…"**_ Toxin clenches her fist and dashes at Salem, only for the Venom/Carnage beast, or just 'Carnom' to make it simpler, interrupts her vengeance and forces her to fight them.

Several invading symbiotes arrive at the Helicarrier so they could feed and eat Spider-Man. "Yes, my children! Feed on the people of these worlds to your heart's content! Hahahahaha!" Salem commanded her children to start feeding on those who have been a thorn to her side for so long while they are paralyzed.

' _AHHHHHH! They're breaking in through the glass!'_ Ruby shouted, noticing the symbiotes breaking through Ozpin's office at her side.

' _The floors and elevator too!'_ Ren said.

' _Oh no! They're everywhere!'_ Jaune shouted. Everyone that's currently paralyzed inside Ozpin's office, including the adults, start screaming their heads off when the symbiotes slowly try to bite and chew on all parts of their bodies. Try as they might, they cannot break from their paralysis as even their auras have been deactivated thanks to the gas.

' _Somebody! ANYBODY! HELP!'_ Pyrrha yelled out with all her vocal cords, but no one on any world is available to save them. Not even Cinder, who is immune to the toxic gas because of her symbiote can't help them as she has her hands full with Carnom. The paralyzed Spider-Man, even with the power of his Other or Perfect Synchro, could help him break free from this poisonous gas as the symbiotes get closer and closer so they could eat him up and take his powers for good.

Peter remains silent and has his eyes closed, as if he's already accepting his fate since he did unintentionally play a role in staring this invasion in the first place. He begins to hear repeated thoughts of all the people he has encountered throughout this entire adventure, starting with Salem unfortunately, _'The things you've done for this city and how they repay you with disgust and hatred.'_

Then Black Widow, _'Spider-Man! You are under arrest!'_

Kingpin, _'For all I know, YOU and your Black Suit are part of this alien invasion.'_

Raven when she was under the control of the symbiote, _'Your very existence is a sin in this universe.'_

Himself, _'What am I: A hero? A monster? Or something worse?'_

And finally his beloved Uncle Ben, _'Good night, Peter. I'll always love you.'_

Hearing those final words from his uncle echo in his thoughts, Peter finally gained the willpower he needs to keep on fighting. His lenses burn red-and-blue flames and expresses that willpower with a powerful shockwave that destroys the hungry symbiotes and stands up to face Salem with a mean glare.

"Hm?!" Salem looks at Spider-Man as she wasn't expecting him to resist the toxic gas.

' _Spider-Man!'_ Ozpin shouts his name.

"My name is Peter Benjamin Parker…I am the who put his whole past behind him! None of my previous failures have no meaning anymore and I'm not held down by anything! I'll get rid of your ugly self on my own!" Spider-Man rightfully declared right at Salem, now clearly wanting to put his past behind him for good.

"You beat me? Hmph. Interesting. What can someone like you do against me…I'd like to watch that carefully! Hahahahaha…!" Salem laughed while hovering to another part of the Helicarrier so he could prove his mettle against her. Spider-Man gives chase after Salem, leaving Toxin to fight Carnom on her own and the Remnant team to sit back and watch paralyzed from their world.

' _Peter…'_ Blake said his name.

' _We're counting on you…!'_ Ruby said.

* * *

 **BGM End**

At the other side of the infected Helicarrier, Spider-Man arrives just to see Salem's been waiting for him for almost a minute, "Pathetic little Spider. No matter what you say or try to do will be utter useless against me. Allow me to show you how outclassed you really are!"

"I'm in a class all my own! Time to put-up or shut up, Sally!" Spidey declared with a finger point, and the two finally have their long-awaited rematch with one another, this time not holding anything back.

 **BGM-Mario and Luigi: Dream Team OST-Adventure's End**

The Hero of New York, Spider-Man, and the malevolent ruler of the Grimm and now Symbiotes, Salem, duke it out in an all-out brawl, matching each other's fist and kicks with every single blow, with neither opponent getting landing an attack as they are too evenly matched.

' _Can you hear me, Spider-Man? You have to give it your all to win!'_ Ozpin told him while Peter fires multiple web shots at Salem, only for her to block and reflect them back with her dark magic, but he managed to dodge away in time.

' _You're the only one who can fight Salem now!'_ Glynda told him.

' _Win this! For all our sakes!'_ Ironwood told him as well.

' _You've got this! I know you do!'_ Ruby said as Spidey delivers a roundhouse kick but Salem blocks it with her left arm and force push him back.

' _Peter, I believe in you! You can do it!'_ Weiss said, with Peter axe-kicking the head of the demonic witch.

' _Don't you dare give up!'_ Yang encouraged him, with Peter finally managing to land a hit to her chest.

' _Please, hurry!'_ Jaune said as Salem channels her dark power in her hands and unleashes a series of black wheels at Spider-Man, but with his amazing reflexes and agility, he managed to dodge every single attack, dropping kicking the old witch in the face.

' _You're strong enough. I know you are!'_ Blake chimed as Peter creates huge web mallets to try and squash Salem with, but she blasts them away with a combination of her magic blasts and her own symbiote.

' _Teach that old witch a lesson!'_ Pyrrha said, with Spidey webbing up Salem's feet while vaulting over her for a kick to her back.

' _Make her suffer for all damage she's wrought on our worlds!'_ Ren joined in as well while Spidey swiftly dodges Salem's small blade of destructive dark magic.

' _Break her legs if you have to! I know I would!'_ Nora finished off the 'Root for Spider-Man' speech. Peter does as he's told and kicks Salem's legs and backflip kicks her away, but she quickly recovers from that damage thanks to her symbiote healing her at an annoying rate for the hero.

"What would you like your epitaph to read, Avenger?" Salem asked the webhead while forming a red energy beam in her right palm. "How about 'Here lies the Spider-Buffoon'?" She suggested before firing the energy blast at Peter.

"Why not 'Here dozes the robed clown'?" Spidey retorted while jumping over the red beam of destructive energy. "Might as well make it for the person who needs one, right," He asked with a web strand attached to her head and throws her to a wall.

"I will teach you to hold that tongue, arachnid!" She flies up into the air and uses her magic to summon a dozen mystic symbiotes to do her bidding in destroying the Spider. "I can't wait to see how long you last against this."

"Come out and fight me yourself, and I'll mop you up real quick!" Spidey mocked her while easily taking on her mystic goonies.

"Impudent bug. I'm going to savor watching you suffer." Salem said from the air, leaving her minions to fight against Spider-Man.

"I can tell you that won't last very long. Watch!" Spidey uses his mystic web glyphs to summon white spider-like variants of Beowolves, Death Stalkers, and Boarbatusks. "TA-DA! I call these babies my 'Arachnoids'! Go play with the big boys, kids!" He commands his arachnoids to fight against the mystic symbiotes, effortlessly beating them with their spider-like powers they got from Spider-Man.

"I've seem to have underestimated you, Spider. I'll make sure that won't happen again." Salem said before flying towards the bug-boy.

"Yeah, yeah! Like I haven't heard that one before." Spidey said before using his aura arm to uppercut Salem from beneath her jawline and straight into the air but quickly regained her balance.

"Do you know who I am?!" Salem asked the grounded Spider.

"A crazy, old witch who's weaker and less attractive than the Enchantress and Morgan Le Fey put together?" Spidey jokingly replied.

"I am more than some 'witch'…" She angrily replied, darting back to the floor at incredible speeds and unleashes a devastating explosion in the area, "I am a god!"

Spidey was able to quickly avoid the explosion with little injury by covering his entire body in his black steel web, "Really now? You definitely don't look the part!"

"I have lived FAR longer than any of your allies and enemies in ANY dimension. Now I have the power to back up my rightful position in the pecking order." Salem said by summoning huge tendrils from the bottom of the ground.

"Aww, you make it sound like I should care, but unfortunately, I don't," Spidey retaliated by hoping from one rampaging tendril to the next. "God or witch, you're still going down, grandma!" He said all cocky like. Taking a que from Sonic's crazy handbook, Peter starts grinding on the tentacles as if they're rails and hops onto the very top of one of them, "Oh, what a great view!" He played around while looking at the city those mountains from miles upon miles away.

"Can't you take this seriously?!" Salem asked him from the bottom, shooting another magic blast at the wall-crawler.

"Not really." Peter bluntly said, hoping down to avoid the tentacle and quickly summon the upper half of his spider avatar to crush Salem with the palm of his hand. "Yo! Auntie! You asleep or what!" He taunted her.

Frustrated and annoyed, Salem destroys the palm of the spider avatar to free herself. With an intense glare and an arm covered in darkness, she pulls Spider-Man into her grasp so she can deactivate his annoying aura of his. "Ready to be punished, arachnid?" She asked the spectacular teenager.

"Evil witch lady said what?" Spidey randomly asked that.

"Wha-?" Salem's quick confusion gave Peter enough time to web up her face and kick her away.

"Ha! Too easy!"

Slowly losing her patience with this surprising experienced fighter, Salem decides to up her game a little. With the power of the ISO Emeralds, she starts abusing Chaos Control to instantly warp around Spider-Man and attack him with numerous magic blasts and symbiote punches, "Give it up, Spider-Man. Not even your spectacular abilities can stop one who has the power to control time and space. With the power of the ISO Emeralds, further enhanced in power thanks to the GS ISO-8 crystal I swallowed earlier, my magic and all of my other abilities have become limitless in their potential.

"So that's the source of your power. I think I'm starting to get it now. Now I know what to do!" Spider-Man said, getting back into a determined posture with his complex aura surrounding his body.

"You do?" Salem wonders what he's talking about.

"Yup! Watch this!" Spidey jumps into the air and forms a Kumodama bomb composed of light and dark energy in the palm of his aura hands and strikes it down at where Salem is standing on and create a huge explosion. Despite Salem dodging away in time thanks to Chaos Control, this leaves her wide open for an attack at her blind spot. Spidey unsheathes his venomous stingers from his wrists and strikes and stabs Salem with them, causing her great pain from the wound she received.

"Ahh…What did you…?" Salem asked weakly in her knelt down state.

"Not only do my amazing stingers release a poisonous venom that paralyze the body, but because I'm a Spider-Totem that has conquered his darkness, they've been upgraded to be highly effective against any supernatural or mystic threats, aka, you." Spider-Man explained to the evil witch from Remnant.

"Damn Spider-Totems…To think an ability such as that exist." She was able to manage to _will_ herself through the paralysis thanks to her symbiote healing her, but now knows to be more careful of Spider-Man's stingers as they could weaken her to the point of no recovery.

She summons the head of what appears to be a symbiote Grimm dragon on her right arm and starts charging a dark red beam of energy. "Vanishing World!" She fires a massive laser attack from the Grimm head that almost hit Peter with it if he didn't narrowly dodge out of the way in time.

"Hey! You stole that move from me!" Spidey said, feeling like he's being ripped off. Not paying attention to what's directly in front of him in mid-air, Salem prepares to fire another vanishing beam right up close to his face. Thinking quickly, the web-slinger puts his palm over the head of her Grimm, filling the big lug with all of his webbing to build up pressure while the energy was also building up inside. As it can't take it anymore, the head explodes and blows off Salem's right arm off.

 **BGM End**

Unfortunately, she quickly reforms it with her symbiote and teleports away before Spider-Man could knock her out a few more times. _'She's gone.'_ Madame Web noticed her disappearing act.

"Damn it. She used Chaos Control again. She must still be somewhere in the ship. I can sense her negative emotions coming from the bridge thanks to my upgraded Spider-Sense," Spidey starts swinging to the interior of the giant vessel. "Can't lose me that easily, coward! I'll find you and make you eat a sock! And maybe a shoe too!"

 **BGM End**

* * *

 **BGM-Spider-Man: Web of Shadows OST-Final Boss**

Meanwhile, while Spider-Man is busy finding Salem within the ship, Toxin is having her hands full with the incredibly difficult Carnom Symbiote Grimm beast. The monster keeps spewing out more and more tiny symbiotes for Cinder to fight, leaving her open to blind attacks. Even when she fights back against the behemoth, its body is surprisingly durable and can tank even her strongest of attacks.

" _ **Damn! This thing is incredibly stubborn! Maybe it has a weak spot. I'll try out the heads first."**_ The symbiote goddess zips to one of the tiny Venom heads and starts punching through its thick skull, if the goop even has a skull in the first place. _**"Yes! It's working,"**_ This stunt is also working in the beast's favor as well, forcibly dragging her down to be part of them. _**"NO…not…now…"**_ She said until she was completely absorbed by the Carnom beast fully and it laughs manically.

* * *

 **Inside the floating mindscape of Carnom**

Deep within some red-and-black ocean inside the body of Carnom, Toxin is seen floating freely inside the ocean mindscape and wonders what is going on, _**"Huh? How did I get here? Did I really get absorbed by that monster?"**_

" _ **No…not…quite yet…"**_

Cinder turns around and is surprised to see Venom chained up by all four limbs while inside his own mindscape. _**"Eddie,"**_ She said before hovering towards his side. _**"That's really you in there, right?"**_

" _ **Uh…barely…"**_ Venom weakly replied, at least informing Cinder that the real Eddie is still alive inside here.

" _ **Let's get you out of here."**_ She said, heading to one of the chains holding Venom.

" _ **No time…You have to go back…Stop the symbiote that's controlling us…It's the only way…"**_ Eddie told her.

Cinder deforms her mask so she can look at Eddie with her real face, "But how? It's too strong even for me."

" _ **There was a reason…I let you live that one time…because I knew you could master the Toxin symbiote."**_ Eddie said to her, reminding her of the time when she first was unknowingly bonded with the Toxin Symbiote after her first fight with Carnage, and instead of killing her, Venom let her live with the symbiote.

"You were in control during that time?" Cinder asked.

" _ **A few times, but only barely…At least I was able to create these in secret…"**_ Venom summons the Genetic Memory E-ISO and the Quilled A-ISO he previously made before while he was somewhat in control over himself and gives them to Cinder, _**"I modified these ISO-8 crystals with the power of an ISO Emerald to match your will and soul of both you and my grandson…That way, you two can break through your previous limitations with newfound strength and power…"**_

" _You did this for us?! You're such a great grandfather."_ The Toxin Symbiote said to his grandfather.

" _ **Hurry…I'm losing myself with every second…"**_ Eddie said to them, getting weaker by the second.

Cinder reforms back her mask and takes action, _**"Don't worry, Eddie. I'll stop this symbiote and save you. I'm not losing you again!"**_ She said before exiting out of the mindscape.

* * *

Back in the real world, a sudden eruption of dark crimson and orange flow of energy burst through the Venom head that absorbed Toxin, causing the head to blow up after something small and powerful hops back out to the grounds of the ship. It would appear to be Toxin again, but something about her entire appearance looks different as if she's under a new Symbiote Change.

Toxin's now wearing a crimson catsuit running down her jawline, with the crest of her unique spider symbol remaining on her chest and back, now colored pure black. The suit runs uninterrupted along each limb until crossing the elbows and knees, at which point, with the exception of her right arm, they are further covered in sturdy crimson armor, each further alloyed with slotted black coil with a single black spine proceeding from itself. Her right arm is locked with a thick dark bracelet that turns her right fits and forearm into a mass of wreathing orange flames. Her throat is guarded by a silver neck-guard, somewhat similar to a gorget. She also bears two knobbed spaulders seemingly of the same material. She wears a black and red helmet that's only a partial guard and reveals her long, symbiote black hair entirely, now flying straight upwards. Her helmet also bears a dark purple, X-shaped visor that's layered across her helmet as well.

" _ **Thank you, Eddie. This power building inside me is incredible. Now it's time for this beast to face and fall behind my ultimate form: Blazing Apollo. Let's go, Toxin!"**_ Cinder said in battle position.

" _Yeah! Let's kick our father's and grandfather's butt!"_ It said as Cinder surrounds herself in huge flames of her fiery aura and flies towards the Carnom beast with her newfound, unstoppable power.

 **BGM End**

* * *

 **Inside the monstrous Helicarrier**

After traversing through the great, slimy halls of the Helicarrier after it was transformed into the symbiote's very own warship, Spider-Man has finally reached the transformed bridge of the giant vessel, with the Symbiote Queen herself waiting patiently for him in her new room that closely resembles the home she lives in back on Remnant.

"Good job on making it this far. Let me praise you first, Peter. It's definitely has been eons since anyone has pushed me this far in battle." Salem said with the ISO Emeralds floating in an arch-shaped fashion above her.

Peter doesn't even bother responding to her compliment and continues walking towards her direction. "But I still don't get it? Why continue to sabotage yourself to protect the humans when they have done nothing but treat you like trash for all these years and will continue doing," Salem asked as he steadily approaches her. "I have all your memories thanks to this symbiote, don't you know, and I can tell you also hate humanity for ruining your life. You are above the humans, just like me. Surely you can at least tell, that after all that has happened in your life with receiving those powers and bonding with a Spider-God, you're not a normal human being anymore. The future we lead to is the best path left for humanity AND you."

"Man, I am really getting tired of listening to your constant idle chatter. Now how about you do us all a favor and shut up! Only I get to be the annoying misfit around here!" Spider-Man said while still walking towards her, gesturing his right arm to the air on his side.

"Heheh…I see, that's truly unfortunate. You've sided with those ignorant people, after all…" Salem said, not too surprised by Peter's choice to continue working with humanity, no matter how badly they treat him all the time. Unfortunately for him, she has secretly developed a back-up plan for an occasion such as this. "But did you forget that my blood now flows in your body too?" She asked while pointing her palm at Peter.

"That's absurd…Wha?!" Suddenly, Peter's head hurts like hell and forces him to kneel on the ground to Salem.

 **BGM-Shadow the Hedgehog OST-Hidden Memories**

' _What the?! What's happening to Peter?!'_ Ruby asked while watching this from paralyzed from Remnant.

"Y-You…what are you…?!" Spidey asked her on how she's able to control his body like that.

"Hmhmhmhm, haven't I told you before? Some of my blood now runs through your veins." Salem told him.

"H-How?!" Spider-Man asked her.

"I told you. All of the G-Symbiotes share my blood. Even though you are now separated from its clutches, because you both spent so much quality time through body, mind, and soul, remnants of the G-Symbiote still exist in your bloodstream, and with a simple command, I can transform those remnants back into my pure, untainted, incurable blood. Just enough to let me easily take control over your mind with my powers." Salem explained to Spider-Man and those listening to her.

' _No way…'_ Glynda said in disbelief.

' _So that means Peter's part Salem now?!'_ Jaune asked.

' _I'm afraid so.'_ Pyrrha sadly said.

' _No! Salem! How could you?!'_ Ozpin shouted through telepathy.

"Now I have the perfect son who will forever obey me and do what I say. No matter how much you want to look away, you can never escape from the past! Hahahahaha…" Salem laughed at Spider-Man's expense.

"D-Damn it…! This can't be happening!" Spider-Man said, still struggling to break free from Salem's control, but her nasty blood that now courses through his veins aren't even giving him a chance to make a move, further killing all hope they have in stopping this invasion.

 **BGM End**

* * *

 **New York**

Alone while paralyzed just like the rest of mankind in the world, Mary Jane struggles to even move a muscle while standing alone on a sidewalk. "Argh! Why can't I move? This sucks!" She said in her frozen state.

 **BGM-Sonic Forces OST-The Fake**

Her fears and anger unfortunately got the attention of three invading symbiotes and are charging right at her to either feed or bond with her completely. "Oh no! Peter, help!" She shouted for Peter as she waits for the inevitable, but instead of Spider-Man saving her, a black hedgehog that can manipulate time and space energy to his advantage quickly makes short work of the symbiotes that would've ruined her life for good. "Huh?" MJ opens her eyes and finds Shadow standing in front of her. "Hey. I remember you. You're that Shadow guy, aren't you? The one that looks like Sonic?"

 **BGM End**

"I'm glad to see you're okay, Ms. Watson." Shadow said to the redheaded teenager.

"Why are you here?" MJ asked as Shadow walks up to her.

"The chaos emerald sensed this world was in trouble, so it teleported me here to save it. Hold on," Shadow raises his green chaos emerald straight to the sky to perform something useful hopefully. With a bright glow and a quick flash, the toxins that were paralyzing MJ's body have now been erased.

"I'm free." MJ said, now in control of her body again.

"That's good to hear. So tell me, where's Spider-Man?" Shadow asked her on the current location of Spider-Man.

"I think I remember hearing him and Cinder heading to the Helicarrier to fight Venom and Salem, but that's all I know. I haven't heard from him since he was forced to beat a controlled Black Cat. He's actually been pretty upset with himself during this entire invasion, almost to the point he's not sure of who he is anymore." MJ informed Shadow of what's been happening with Spider-Man lately, sounding all too familiar to a similar crisis the black hedgehog once suffered through.

"I see. So Spider-Man has finally reached that point, huh?" Shadow questions.

"Huh? What point," MJ asked with a confused look on her face. She then notices the hedgehog messing around with his high tech smart watch. "Uh, Shadow, what are you doing?" She asked.

"I'm hacking into the Helicarrier's main video feed so I can talk to Spider-Man. He must hear what I have to say if he wants to save this world," Shadow said while he hacks the S.H.I.E.L.D. database and managed to grant himself access to their satellite and video systems. "I'm in. Now let's hope I'm not too late." He said as he starts up the chat.

* * *

 **Back in the infected Bridge of the Helicarrier**

Spider-Man still struggles to break free from Salem's control and slowly starts to lose hope that he'll ever be free from her wrath. But the timely arrival of a certain friend/sympathizer might actually change all that.

' _Can you hear me, Spider-Man?'_ Shadow's voice starts to infiltrate the Helicarrier's communication systems.

"Shadow?!" Spidey looks up in surprise to see multiple screen monitor pop up inside the bridge depicting Shadow himself looking and watching from the TVs.

"What?! Shadow?!" Salem is as shocked as everyone else to see Shadow contacting them down in New York. "You're that black hedgehog from before who boast himself as the 'Ultimate Life Form'? Why are you here, and how come you're immune to my toxins?"

' _Hmph. So you're that Salem Witch everyone's been talking about. Unfortunately for you, these toxins you speak of aren't very different from what the Black Arms used on my planet a while ago, meaning I can walk as freely as I want to.'_ Shadow told the Remnant witch.

"Black Arms?" Salem wonders what those alien creatures he's referring to. "Oh. So that's it. You're not an ordinary hedgehog, aren't you? You must share the blood of these Black Arms if they allow you to be immune to my toxin. Interesting."

' _Spider-Man, what are you doing? Stop lazily around and continue fighting that monster.'_ Shadow said to the mind-controlled bug-man.

"Errrr! Easier said than done, Shadow. Part of her blood flows through my veins. I can't break free." Spider-Man informed him on his current predicament.

' _Hmph. Don't give me that nonsense. If I was able to break free from Black Doom's control, then so can you with this witch. The two of us both know what it's like to be confused and having a hard time walking away from a dark past…'_ Shadow starts pep talking Peter through the comms.

* * *

Outside in the open of the Helicarrier, Toxin is still fighting against the Carnom beast while Shadow is still talking, _'I was born through a dangerous research project made only possible by Gerald Robotnik and that accursed Black Doom and has since been seen as an enemy to humanity. A weapon of mass destruction capable of nothing else. Even tried to destroy my own world once out of revenge for a beloved friend.'_

"' _ **Revenge for a beloved friend'?"**_ Cinder repeated before dodging more of Carnom's attack.

' _But listen here, and listen well…'_

* * *

 **Remnant, Beacon Academy**

Those paralyzed inside Ozpin's office hears the speech of Shadow thanks to Madame Web's telepathy and video projection, _'Despite ALL of that, I've still managed to find my own path in my life. Create my own story. Free from the sins of my past. I have chosen, made a promise, to protect my world at all cost, no matter what people say about me. It's why I keep fighting to this day.'_

"Oh! Really?! That's so cool!" Ruby said.

* * *

 **Earth, Inside the Helicarrier**

 **BGM-Shadow the Hedgehog OST-The Real Truth**

' _Peter, there should be an ability dwelling in your body that should be the only way to resist her control,'_ Shadow said to Spider-Man while the webhead constantly stares at the screen. _'Do you really want to disappoint your uncle looking this pathetic? No, I don't think so. You were born, given those powers by fate, and revived back to this world as a light of hope for the humans. This planet's future is in your hands and your hands alone…'_

' _Peter, just promise us you'll beat that dirty old hag and save us all! We're all counting on you!'_ MJ joined in on the conversation, with Shadow nodding in agreement.

"Hmph. How unfortunate, Shadow," Salem said, using her magic to dispel the screens from the room entirely. "When your 'light of hope' is in a state like this…' And then, the great impossible happened, "Mmm!" With all of his renewed willpower, Spider-Man breaks free from Salem's control and stands up straight and confident. "Hoho…You've overcome my mind control." Salem said, sounding not too surprised he actually broke free even with her blood in his veins.

"I understand now; this is my truth…my answers…There's no need to search for anything…I have made countless promises that I intend to keep, and once I'm done with you, I will bid the past farewell!" Spider-Man declared, this time he means it.

The now sin-free wall-crawler quickly zips straight at the Symbiote Queen for a punch, but she teleports herself and the emeralds away using Chaos Control again, _"So be it…If you want to erase the past so much, let us erase it! The past…And the future! Now come, Spider-Man! Let my figure engrave in your mind for you to take the forever afterlife!"_

 **BGM End**

 **BGM-Shadow the Hedgehog OST-Super Shadow**

Fully aware of what he's up against now, it is time for Spider-Man to stop holding back and bring out his true strength. With the press of a simple button on his Webware, his Iron Spider Mark III materializes and forms onto his costume getting him all armored up, but that's not enough. He summons the four relics of Remnant as well as the light and dark ISO-8 crystals he received from within his own soul thanks to these relics and initiate the finalization process of his armor. But he's not just finalizing. With the calm and pure minded power of Perfect Synchro, Spider-Man now perform a perfected version of his finalization mode, now called: Perfect Finalization.

A swarm stream line of dark purple and red energy start to completely incase Peter in a purple crystal orb. The relics and the ISO-8 all begin to spin around the orb, getting faster and faster as it starts to absorb their power, causing the entire room to violently shake from the raw power that's being formed. A red spider crest starts to form on the front of the giant crystal after absorbing much power from the stones, transforming the relics and the ISO-8 into the single, most powerful, "Peerless Twilight ISO-8 Emblem" and fly right through the crystal Spider-Man's encased in.

A bright light of red and purple envelops the entire bridge of the ship, and as the glow slowly starts to diminish, we see Spider-Man floating like a complete and total badass in mid-air in his all new, SHIN Black Ace form, a mixed cross between his original Black Ace design and that of when he transformed into the uncontrollable Symbiote Dark Spider-Man beast. First off, his color scheme has now changed to have a slick, menacing-like dark purple/vibrant pinkish-red armor color with some small yellow and black accents on some parts of the body, with the pinkish-red being his classic web pattern he's always had in his regular costume and a giant, purple-colored spider symbol with some yellow accents painted on his chest.

Two purplish bones from a Grimm sprout on his reinforced shoulder pads and has permanent talons on his fingertips. Has improved arm and leg guards that resembles talons as well, with a small pinkish circle/X-like shaped shield attached to his left hand gauntlet while his other hand gauntlet has the circle mark of a white-and-black spider symbol. The armor sports claws for his hands and feet to look more beast-like. Disc-like extensions are placed along the joints and shoulders, with purple lines run across the body. His ankles have blue gems at the front and are green on his gauntlets, with the helmet forehead also sporting a blue gem, but this one is shaped like a spider.

His helmet is also a little more elongated than before, with the addition of small purple horns protruding on top and a sleek looking red visor covering his face and his signature spider eyes whenever he goes Black Ace or Red Joker. And last but not least, the Shin Black Ace armor mode includes the pinkish-red colored wings that practically leaks power that closely resembles Destiny Gundam's Wings of Light.

With his transformation complete, all that is left to do is fly through the ceiling and confront Salem for the final battle in stopping the invading symbiotes once and for all.

 **BGM End**

* * *

 **BGM- Spider-Man: The Animated Series OST (1994)- Ending Theme**

 **Spider-Man: Sup, I'm Spider-Man. It's checkmate, Salem. It's time I show you the ultimate power of light and darkness!**

 **Salem: Hmph. No matter what form you choose, it'll never be enough to beat me.**

 **Toxin: Someone as smart as you shouldn't be so arrogant when it comes to fighting an unpredictable opponent like this crown.**

 **Carnom:** _ **YOU FOOLS WILL FEEL THE FULL WRATH OF THE SYMBIOTES!**_

 **Spider-Man: Not today, buddy! Your reign of terror across the universe ends here!**

 **Next time on Spider-Man and Cinder: Flaming Web of Light and Shadow-**

 _ **Dark Past vs. Bright Future**_

 **Spider-Man: No matter what happens, I WILL put my past behind me for good!**

 **Toxin: That's the spirit, Spider-Man.**

* * *

 **KFX here: Final battle next chapter. It'll be long I'm sure so get ready for a beefer.**


	23. Issue 21: Dark Past vs Bright Future

_Issue 21: Dark Past vs. Bright Future_

 **Remnant, Ozpin's Office**

 **BGM-Sonic Adventure 2 OST-Suitable Opponent**

This is probably the worst day to be record in all of Remnant's history. For the first time ever, the world of Remnant is now under siege of a massive alien invasion led by their world's dark queen, Salem, Earth's own dark alien from space, Venom, and an entire planet-size population of malevolent, hungry symbiotes that are popping up everywhere on Remnant, Earth, and even Mobius, forcibly bonding with any mortal life they set their non-existent eyes on and turning them into crazed monsters, and they are growing by the second on each world.

In his own bleak black office at Beacon Academy, Ozpin and his Secret Defenders, as well as Team RWBY, JNPR, and even Madame Web, are almost completely consumed by the symbiotes that have completely taken over the tower.

"I can't…move…losing my…strength…" A weakened Ruby barely speaks, with everything but a small part of her face almost taken over by the symbiote, just like with everyone else in the room.

"Don't give up…keep…fighting…" Ozpin tries to motivate everyone to continue resisting the symbiote's control, but even he knows that it's futile at this point, barely possessing the strength to even muster a simple word.

"It's no use…We're done for…" Glynda said, barely having her pale face open before the symbiote starts to cover it.

"Is this really…how it ends…?" Jaune asked while the symbiote almost have him as well.

"This would be really cool…if it wasn't so disgusting…and I wasn't turning evil…" Nora said, about to lose consciousness.

Ruby looks to the ceiling as her eyes are the only parts of her body that haven't been consumed, at least not for the next few seconds, sensing the symbiote is now about to finish consuming her. "Peter…I'm sorry…Forgive us…" She whispered with a single tear dropping from her right eye before that part is totally covered up with the black ooze.

 **BGM End**

Just when it is all over for the defenders of the world, a red-and-black miracle shows up on the scene and shouts, "Chaos Control!"

 **BGM-Shadow the Hedgehog OST-All Hail Shadow**

In a quick instant, the hungry symbiotes stopped feeding on the Beacon students and professors, as if all of time and space in that entire area came to a complete halt. A second later, blue electrified energy bullets attacked the symbiotes that were on Ruby and the other's bodies, freeing them from their control. "Chaos Spear," was the name shouted by the same person who used Chaos Control, putting his white palm glove against the floor, spreading yellow electrified energy across the entire office of darkness, killing all the symbiotes and returning the office room back to its original form.

 **BGM End**

"We're free!" Pyrrha said, with her and the others having control over their bodies again.

"But, how?" Weiss asked.

"Hmph. You call yourselves the "Defenders of the World", yet you can't overcome simple goop? How pathetic."

The heroes of Remnant turn to the source of that insult to find Shadow the Hedgehog in his signature arm cross, as well as Mary Jane Watson standing right next to him with her Iron Avenger gauntlets. "Hi guys. Long time no see." MJ greeted her old friends with a simple wave.

"MJ! Shadow!" Ruby shouted in happiness before she and the others went up to greet their inter-dimensional friends.

Yang walks up to Mary Jane and gives her favorite redhead from Earth a nice clap and then a handshake. "It's about time we got some backup, otherwise it would've been complete chaos if you didn't. Get it? Chaos? Because Shadow used Chaos Control and Chaos Spear to…" The unfunny blond turns to the black hedgehog, who is far less in a happy mood, glaring at her with his menacingly-looking red eyes, "I'll shut up now."

"Agent Shadow. Glad you could make it." General Ironwood said to the special agent hedgehog from Mobius.

"We thought we come here to help out after releasing S.H.I.E.L.D. and the heroes at New York that were paralyzed." Shadow told the General.

"A good call too. Another second too late and we would've been turn into symbiotes ourselves, or get eaten by them." Glynda said with a small shiver, never thinking that in her life she was so close to being eaten by alien life from another universe.

The students of Beacon take a minute to look out the window to see a part of their school utterly destroyed after the planet Klyntar that was teleported into their world's orbit attached a gigantic tentacle to its core, with the same happening at the other academies and cities across their world.

"Oh man, Beacon…" Ruby said, sadden on how her favorite school is almost a complete wreck.

"It's become a complete mess." Blake said with her eyes closed.

"Hope the other students are okay." Ren said, a little worried.

 **BGM-Shadow the Hedgehog OST-Preparation for Ritual**

"We have more important matters at hand, children." Madame Web said to get their attention, as well as the adults and Shadow. The old spider lady starts to use her psychic powers so she can carefully assess the situation. "From what I can gather, more than 75% of each of our worlds have already been gassed and infected by the symbiotes, and the expansion rate continues to grow," She informed them, surprising the ever heck out of everyone except Shadow, who remains stoic as usual. "Mistral and Vacuo are already lost, and Atlas is barely holding their own! Also, more than 100,000 symbiotes are starting to invade Vale and are headed right here! Uh! This is truly worse than in the original timeline when hundreds of Grimm invaded the school thanks to Cinder!"

"100,00?! That's absurd!" Weiss said with an absolute shocked face just like her friends.

"Salem really means business this time, huh?" Ozpin said, never expecting his arch-rival to go through such extreme lengths to put an end to him and the world he loved for thousands of years.

"You said 'our' worlds? Does that mean Mobius is under attack too?" Shadow asked Cassandra on the status of his world.

"I'm afraid so, Shadow. Mobius is also under siege by these malicious parasites. They've already got a hold of Sonic and some of his friends." She told them, surprising them all even more than before.

"No! Not Sonic too!" Ruby reacted in distress when she heard about her speedy friend also under the symbiote's control.

"It's not like that hedgehog to lose to these things so easily. What about GUN and the rest of Team Dark?" Shadow asked her while still acting level-headed.

"They're doing their best in holding off the symbiote invasion, along with the unlikely assistance of Dr. Eggman's army. It would seem that the experience regarding the Black Arms are giving them an edge in this battle, but for how long I do not know." Madame Web answered and told the black hedgehog.

"Good. Inform Rouge and Omega of the symbiotes' weakness to electricity. That should help even up the odds." Shadow ordered the spider mystic to do.

"Understood."

While Madame Web accomplish her own task, the Ultimate Life Form turns to his Remnant allies, "The rest of us will stay here and hold the fort! Reinforce Beacon's defenses to full power! Save as many innocent lives that haven't been taken over by the symbiotes! If this school falls, then you can say good-bye to your precious world!"

All available Huntsmen of Beacon nod in agreement with Shadow's plan as Ozpin turns over to his Scroll for some calls. "I'll try to call up all the remaining Huntsmen Academies that haven't been controlled to do the same." He said.

The General of the Atlesian Military also decided it was time to make a few calls of his own. "Emergency transmission to all remaining Atlesian forces! I'm mobilizing all mobile troops and Mechs to each Academy, starting with Beacon! Prepare all weapons to strike incoming hostiles! Mobilize 'Andromeda'!" He commanded his entire military force to scatter across the globe to help the Huntsmen in each Academy.

"Andromeda?" Shadow questions the General on what this "Andromeda" thing is.

"It's the ultimate battle mech created by the collaboration between the Atlesian military and S.H.I.E.L.D. to handle world-ending threats like this one." The General started to answer the intrigued black hedgehog. "Powered by an ISO-Dust core, it's strong enough to strike down thousands of Grimm with a simple attack. It hasn't been properly tested yet as we just finished the prototype last week. So, that is why I'm volunteering to pilot the suit."

"J-James! You're can't be serious?!" Glynda asked in quite a shock when he mentioned he'll pilot an untested battle mech by his lonesome.

"I don't care! We have NO other option!" Ironwood shouted back at her. "You heard what Madame Web and Shadow said! If we don't do something soon, then this entire world is finished! We have to protect Beacon as long as we can until Salem is defeated! This is our last chance!"

"Don't worry, Professor. We saved the world before, remember? Not to mention four of us are Avengers. We will be fine." Ruby said, twirling her Crescent Rose behind her friends, to comfort Professor Goodwitch on this bleak situation.

The middle-aged Huntstress let out a small smile, filling her heart with hope that this battle isn't over yet. "Your right. We can't give up. Not when our world need us. I learned that from watching you spectacular children." She said, getting Ruby to smile and wipe the bottom of her nose to act all cool.

The Headmaster of Beacon also smiles on how far his students have grown, especially in their first year when they were forced to participate in an inter-dimensional war for reality and still came out on top at the end. He turns to Shadow, with the latter noticing his glare. "Shadow, if you please, can you lend us your power in protecting Beacon?" He asked the black hedgehog.

"There's no need to ask. Salem made a dreadful mistake in attacking my world. I've made a promise I'll protect humanity, no matter which world I stand on. For the time being, I'll let you use my power." Shadow said to the Headmaster, which pleases him greatly to have a powerful ally standing by their side.

"Thank you, Shadow." He said with a smile.

"Now it's time for our friendly, little wall-crawler to fulfill his promises, right?" Yang asked her teammates, nodding happily in agreement to her question.

"Yeah! Just wait! Spider-Man is gonna beat Salem by showing her what a spider can!" Ruby said with a fist pump to the air.

"That or annoy her with his mouth. I kind of feel sorry for the 1000 jokes and puns she's about to hear." MJ said with a chuckle, followed by her friends chuckling at the thought as well.

"Hmph," Shadow crosses his arms, forming a tiny smile unseen to his allies and turns to the ceiling above him. _"Go, Spider-Man. Show her the power of one keeping their promises. Make her suffer and regret messing with your past."_

 **BGM End**

* * *

 **Earth, Above the clouds of New York**

Most of Earth and its people have now been paralyzed by the symbiotes' special ISO-8 gas, leaving them wide open to be infected by more of the dreaded Klyntar. To stop this disaster and save their worlds, the newly transformed Shin Black Ace Spider-Man flies to the top of the dark, stormy clouds that hover above his precious city, while his powered-up partner, Toxin, takes care of beating the symbiote god of destruction, Carnom, into a gooey pulp.

 **BGM-Dragon Ball Super OST-Ultra Instinct Reborn**

After another second of flying through the clouds, the spectacular Spider-Totem reached the edge of space, where he finds the dark queen of the Symbiotes and Grimm, Salem, waiting patiently for her worthy foe with a malicious smile plastered on her face.

Spider-Man hovers in the air, floating about 20 feet away from her. His stern, blue defined-spider eyes continuously glare at Salem while his body is surrounded by a liquefied mixture of blue and purple, giving the bug that majestic presence of power.

"So, you've come at last, Black Ace Spider-Man." Salem recognized the form Spidey has taken, even though it looks a little more beastly than the last time she saw that form during the great battle between him and Goblin.

Spidey continues to glare at her without letting out a single word. Very unusual that Salem takes into account. _"His presence his different from before, but there is no mistaken he has finalized both the magic and science portion of his powers once again,"_ Salem said in her thoughts. _"A great form of power can only be taken when a regular Spider-Totem fuses with the great and legendary power of the Sacred Spider-Totem God, the Other. Now that power is being enhanced thanks to the twilighted state of being in Perfect Synchro,"_ She smirks. _"This should be a glorious battle indeed."_

The Shin form of Black Ace Spider-Man gets into a stance to power himself up. As he does, he roars out a dual-style animalistic scream, with Peter and his monstrous Other's voice can be heard simultaneously while generating an explosive glowing purplish blue aura around him and another straight transparent one shooting upward. This power is so strong it blows out the clouds the minute he started powering up, unbelievably shaking the entire infected planet as he does so.

This catches the quick attention of Blazing Apollo Toxin after cutting off a few of the enormous Carnom's tentacles. _**"What amazing power. Is this the true power of Perfect Synchro?"**_ Toxin asked herself before dodging an energy blast from Carnom.

" _ **You can't beat me anymore."**_ Spider-Man told Salem while powering up, with his dual-style voice being deeper and rougher than before, while also acting very calm and collected, showing no fear or anger and an absence of his usual ego.

"Ooooh, is that a fact," Salem asked him, acting very confident in her own power, "Hmph. You certainly live up to your reputation as a jokester, Mr. Parker."

" _ **I am neither Parker nor the Other. I am the one who will destroy you."**_ Spider-Man replied to Salem referring to him as "Parker".

 **BGM End**

"I see. How silly of me. You are neither the man nor the spider. I guess in this state, you would like to be referred to as 'Shin Spider-Man', huh?" Salem asked the webhead, but instead of receiving a witting response which she would expect from the hero, he continues to hover and glare at her without breathing a single word out. "You're awfully quiet now, Spider. Usually I would expect you to make a lame pun or a witty comeback. What a shame. You were more unique when jabbering like an embarrassed fool," She insulted him, but again, he doesn't say a thing to her, which slowly starts to get on her nerves. "I see you're not in the talking mood for once. You would want to get this battle over with, do you?" She asked him.

 **BGM-Sonic Adventure 2 OST-Madness**

She summons the seven ISO Emeralds from thin air and they start to circle around her. "I won't hold back then," The emeralds get faster and faster, glowing intensely and causing several dark, chaotic hurricanes to form in the battlefield. "With every ounce of my limitless, dark magic infused with the immense power of these emeralds, I will go beyond the level of a god! The power Goblin attained before will be NOTHING compared to me! And once I've gotten rid of you, Spider-Man, NO ONE in any universe will be able to stop me! It's truly sad I have to get rid of my one-and-only blood child, but you've chosen your path! Now witness the ultimate power…OF YOUR QUEEN!"

A huge, dark purple flow of vertical energy burst from the center of the demonic laughing of Salem, greatly surpassing Spider-Man's previous power up and shaking not just Earth, but also Remnant and even Mobius from the other dimensions. All symbiotes in each universe start to bow down and repeatedly say, _**"Our queen…Our queen…"**_

On the surface of New York City, Qrow and the other heroes and huntsmen that have been rescued by Shadow are barely holding onto to anything as the entire city shakes furiously. "What's going on?!" llia asked her allies from both dimensions.

"Salem's using the ISO Emeralds to transform!" Qrow shouted back to the faunus.

The Helicarrier above the hectic ocean waves start to tilt from the amount of power Salem is producing and releasing out to the world. Toxin, even with her unique adhesive ability to stick onto anything, is having trouble to keep herself balance. _**"Such a storm of energy, and it keeps on rising!"**_ Toxin said while covering herself from the intense winds.

Inside that dark burst of destructive energy, the self-controlled Spider-Man, not even flinching from the amount of power that's being released, is able to see the red silhouette that looks to be Salem transforming. He easily notices that her symbiote fully manifest over her entire body, giving her a complex form of black, red, and white. She retains the black diamond-shaped marking on her forehead as well as her deep red and purple veins that run through her entire deathly pallor skin. She gains a black cloak that's made of nothing but her symbiote skin. Protrusions from her upper back start to wrap around her neck. She gains two horns on her forehead, the right being larger than the left, and a pattern of six magatama markings on her chest. Her bunned white hair becomes long and a little bushy, forming a helmet of spikes that closely resemble the Asgardian Goddess of Death, Hela's, helmet. With her new power, she manifests eight hand-sized orbs of black magic that floats in a circular formation behind her body, using one of them to create a ringed staff to her liking called the shakujō to hold in her right hand. And last but not least, she forms the signature white spider symbol on her center chest and back, now crossed with her signature, creepy looking emblem. She finally opens her red irises and black scleras, now with the size of regular symbiote eyes but more refined and stern, glaring intensely at Black Ace Spider-Man.

 **BGM End**

 **BGM-Dragon Ball FighterZ OST-Land of the Kai's**

The dark light that surrounded Salem slowly starts to disappear to reveal her new, symbiotic transformation for all worlds to see and tremble before her unlimited might.

" _ **Finally…After all these years, I have obtained the power to bend the world to my whim. For the last moments of your life, you may refer to me as Hel Salem: The Goddess of Eternal Darkness!"**_ Salem, now in her own unique Super Form after absorbing the power of the ISO Emeralds, said while surrounded in a godlike, but demonic purple aura of pure darkness. Her voice is also a little deeper, sounding more demonic and evil as if the symbiote has full control over her body.

Even though he could sense the bottomless power that this new Salem now possess and looking quite unbeatable for anyone that lays eyes on her, Spider-Man remains calm and level-headed to the core. He stops powering up his energy, still retaining that thin purplish blue aura around his body and gets into a refined battle stance, ready to fight.

" _ **Oh. Are you done gathering up your energy?"**_ Hel Salem asked the webhead.

" _ **Yeah. That's enough for me."**_ Spider-Man calmly replied to her.

 **BGM-Shadow the Hedgehog OST-I Am (Final Doom Version)**

The new Goddess of Darkness chuckles at Spidey's confident, thinking he's a fool that he has the power to even match half of her newfound power, _**"Very well, Mr. Hotshot. You will have the honor to be the first to perish by my divine hand. You shall pay for defying your queen with relentless pain and your screams of agony!"**_

The two godlike fighters begin their fated and climatic bout, with the fate of three worlds and the rest of the multiverse hanging in the balance. They immediately teleport and start clashing head-to-head, fist-to-fist, throwing everything they've got at one another at speeds even Sonic the Hedgehog and Quicksilver might have trouble keeping up with. They shoot relentless energy blasts at each other, with all of them missing their target entirely because of their quick movements, not to mention both warriors possessing a Spider-Sense to avoid such attacks.

Salem stops in mid-air for a second, reforming her sacred staff to the shape of a double-helix and wields it like a sword. _**"Behold! The Sword of Nunoboko! My will incarnate!"**_ She boasted to the Spider-Totem hero.

The hero of New York quickly unsheathes one of his mystical stingers from underneath his arm, breaking it out so he could wield it as a sword. He imbues his bone sword with a purple aura, transforming it into an energy saber and begins clashing with the dark mistresses own blade. They clash and they clash, with the sounds of their blades striking repeatedly while moving at light speed, but like always none of them barely get an attack on their opponent.

" _ **Chaos Control!"**_ Salem shouted her space/time move to freeze time.

" _ **Time Break!"**_ Spider-Man also shouted his space/time altering move thanks to the relics of Remnant.

With the power of two time-and-space abilities being used at the same time, everything on Earth but themselves comes to a complete and utter halt for a few seconds while the godlike fighters continue clashing their blades with each other, blocking then striking when the moment critically ask for it. Eventually, the Symbiote Goddess starts to overpower the fused Spider-Man and strike him in the back, blasting him through the skies above the city just as all of time returns to normal.

Meanwhile on the Helicarrier, Toxin is going toe-to-toe with Carnom and the symbiote army he spits out from his multiple mouths. The Crimson Slayer morphs her arms to flaming scythe blades to really give those walking slime balls the intense heat of the sun. She slices and dices Carnom's underlings with single slashes before turning her attention to the big behemoth himself and fires jet streams of rapid fire sword slashes onto the monster's chest. The fused symbiote retaliates with a heavy number of energy blasts from its mouths, but Toxin easily dodges and reflects them back at it. When he begins to throw an enormous punch at her, she managed to avoid the attack by leaping on top of his arm, running along top it until she reaches one of the small Carnage heads, slicing the cord that attached the head to the rest of the body. As the head roars in pain and begins to dissipate into nothingness, Cinder summons some multiple lava tendrils from the ground to pierce a Venom head from the bottom to top, destroying that one too. With two heads down and four more to go, the Symbiote Cinder eagerly waits for the second round to begin, facing down the roaring symbiote beast with a cocky smile behind her mask.

Back with Spider-Man, the Hero of the Great Web managed to regain his balance and posture after being flinged by a powerful strike from Salem. To respond, Spider-Man powers up his aura once more for another special move. _**"Speed Break!"**_ His entire body completely turns to a menacingly-looking purplish-blue silhouette after being surrounded with immense energy and flies right back at Salem, using his wings to grant him a speed several times faster than light. The self-proclaimed Goddess of Darkness didn't even have time to react when Spider-Man blitz right through her like a flaming projectile from all directions thanks to his Nova Strike attack, not letting up until she is beaten, but the dark queen won't give him that thought.

She uses the black magic orbs that are floating behind her back to form four, giant black arms, which she uses to attack Spidey with a sudden blur of rapid barrage of strong punches. Still in Nova Strike mode, Spidey was able to blitz through the intense barrage with little trouble, letting out another explosive roar that blows the arms away from him. His aura begins to change color, going from a mystic purplish-blue to a majestic purplish-red, signifying his other Shin transformation: Shin Red Joker. His entire armor is suddenly colored red with gold, black, and green accents, designed after a dinosaur with round, large armor parts with claws emerged on his feet and hands, looking very similar to Wolverine's. He has a red tail that's flaring green flames. The entire armor still sports spider-like characteristics and the two ISO-8 generators mounted on his shoulders like in his regular Red Joker state, but looking slightly smaller than before.

The Dark Queen knows that in his Red Joker form, Spider-Man is an absolute powerhouse that could rival the Hulk in strength, so she manifests a flaming serpentine/draconian-like figure she calls "Hellflame Serpent" from her dark magic to rush and destroy the Spider. The Spider sees this attack and begins to counterattack, using his aura to create extra spider arms on his side, concentrating all six limbs to charge up a positive/negative energy beam in his palms. _**"Messatsu Gou Hadou: Ogumo!"**_ He fires the energy force of six giant spiders at the serpent, cancelling out both very devastating attacks with a massive explosion, but the battle isn't over yet. Red Joker Spider-Man still has some unfinished business with the symbiote queen, rushing from the air to her with a roaring right fist. Needing to escape, and quickly, Salem starts to activate Chaos Control once again, but just at the last second she activated it, she is forced to block the punch coming from Spider-Man, knocking off her concentration and teleporting the extreme fighters to another battlefield, far, far away from Earth.

 **Mobius, Cryptic Castle**

The intense battle between Spider-Man and Salem accidently sends the two combatants to Mobius, more specifically the dark-and-spooky Cryptic Castle Zone, one of Dr. Eggman's old bases during the Black Arms invasion of the planet.

The symbiote queen and the spider savior still finds themselves in an arm-lock after arriving in this dimension, where Spider-Man calmly taunts her by asking, _**"What's wrong? That all you got?"**_ That comment irritated Salem, releasing a horizontal magical slash that destroys part of the castle, but Spidey easily jumped over it and continues his intense clash against the witch. _**"You can't sustain your Super Form for long. It burns through a lot of energy. Sooner or later, you'll be out of power and be left completely defenseless."**_ Spider-Man told her.

" _ **Heh. Don't you think I wasn't aware of that?"**_ Salem asked the spider-kid while fighting. _**"My specialized GS ISO-8 crystal allows me to stabilize my form much longer than when you and your friends transformed!"**_

" _ **Are you sure about that?"**_ Spidey asked. Salem was about to fire a dark magical blast at webbed hero, but with his quick-thinking, he splatted some webbing on her face, distracting her long enough to be tossed through the castle by the joker's tail. _**"There was an old saying that my pal, Knuckles, once told me about the Chaos Emeralds, and I'm sure the saying goes for these set of emeralds as well, that the servers are the seven Chaos. Chaos is power, power is enriched by the heart. And that the controller is the one that unifies the Chaos,"**_ He told her as she starts to get up through the rubble. _ **"The power you've drawn upon is the negative force of the ISO Emeralds, and the only reason why is because that power isn't enriched by your heart. It's corrupted. Impure. You're trying to control a power that can't be controlled using nothing but anger and hate. It's why you'll never unlock their full power, especially to beat me."**_

" _ **The power I have is MORE than enough to squash you like the bug that you are, Arachnid!"**_ Salem retorted. She points her palm at the Spider, imbuing it with the gas of pure darkness. _**"Dark Chaos Barrage!"**_ She shouted, firing a hefty barrage of dark chaos spear projectile at the red-armored Spider-Man, steadily pushing him across the grounds of the castle while he tries to defend himself using his arms.

Even with his extremely durable bulk, Red Joker Spider can't take any more of this punishment, so he unleashes a tremendous amount of energy to deflect the numerous energy spears with a simple war-cry. He detaches the two disk gears from his shoulder pads into the air, but instead of directing them at Salem, he aligns them with the sides of where he is standing. He commands the gears to fire a red blast at him, absorbing their power into his palms when he thrusted them forward, forming a chaotic crimson sphere in his hands. _**"Say hello to this: Crimson Solar Breaker!"**_ He discharges a massive red beam of energy, with the force of at least ten nukes, towards Salem, getting off a direct hit that almost completely obliterate Eggman's former castle, but this battle is far from over.

Spider-Man's spider senses trigger to danger from the giant smokescreen inside, with an elongated symbiote arm latching out onto his neck, with an angry Salem quickly following from the smoke. With a new plan in mind, Spider-Man activates the inter-dimensional mechanism in his Webware to teleport himself and Salem to another dimension to continue their fight.

 **Remnant, Somewhere in the infested Kingdom of Vale**

The combatants now find themselves in Salem's home dimension, where Spidey switches back to his Shin Black Ace form and kicks the queen away to a nearby forest. He then rapid fires small black hole energy blasts at Salem to damage her, but all it did was further irritate her and smash through the blasts with her symbiote blade while charging right back at Peter. Spidey quickly vaulted over her head and summons six huge web shurikens with his spider arms, with their central cores being that of Kumodama bombs and the effect of a black hole. He throws the shurikens at the symbiote queen's back, launching her to the air before the shurikens exploded into that of a massive black hole hurricane. The Black Ace Arachnid turns both of his arms into red blades and thrust himself right next to his purple hurricane. _**"Shadow Destroyer…"**_ Spidey started talking while performing multiple sword slashes onto the hurricane he himself created before landing the final blow, _**"Galaxy!"**_

 **BGM End**

The last slash he performed caused the hurricane to exploded and almost decimate the entire forest, but even after all of that, somehow Salem was able to endure and survive all those attacks, using her enhanced symbiote to heal most of the damage she's taken during the course of this entire fight, but still panting heavily, as well as Spider-Man. _"Hmph. That's a super form for ya. Irritating persistent and nearly invulnerable to most attacks. And with that symbiote of her always self-healing, she's practically immortal,"_ Spidey said in his thoughts so he can quietly think of a plan to take Salem down. _"Still, she can't keep this up for long. Despite what she boasted before, she can't sustain that form any longer. She's burning through a tremendous amount of energy with every second. That's it. I need to force her to continue using as much energy as possible so she'll be wide open for one final attack. And thanks to my stingers weakening her, that'll make my job a lot easier. She might already suspect what I have plan and try to finish me as soon as possible, but unfortunately for her, I'm the most persistent, stubborn little bug she'll ever meet. So bring it on, Salem. I promised everyone I'll take you down and that's what I'm going to do, no matter what."_

With a clear plan in mind, Spider-Man gets into a fighting stance while powering up his aura. _**"Are you ready to give up yet?"**_ He asked the symbiote queen floating a couple of feet away from him.

" _ **Hmph. Hilarious. I know what you're planning and it won't work!"**_ Salem professed with a scary-looking dark aura enveloping her entire body. _**"Once I destroy you, then this entire world will be mine to finally rule!"**_

" _ **We'll see about that."**_ Spider-Man calmly said before he and Salem engage in another intense fight to determine the fate of three dimensions.

* * *

 **Beacon Academy**

 **BGM-Sonic Forces OST-Sun of Despair**

Standing in front of the school they so love, all the students of Beacon, as well as their many professors, stand tall and confident with their allies from the Atlesian Military, with Ruby, Professor Ozpin, and Shadow the Hedgehog standing in front of their resistance group. All the huntsmen get ready into battle formation when they spot over 100,000 symbiotes, human, faunus, and Grimm alike, savagely approach the academy, the last line of defense for all of humanity in Remnant.

Ozpin takes a few steps forward from his allies, holding onto his trusty cane with a great grip. "Alright everyone, let's go!" He shouted before leading the resistance in the last fight to save their planet.

All heroes and monsters let out a tremendously loud battle cry as they begin fighting against the deadly opposing group. The first up to bat is a small team composing of Ruby, Shadow, Jaune, and Mary Jane against a few Symbiote Berserkers and deadly Ursa Grimm. Shadow unleashes a barrage of his Chaos Spears to stun and weaken the symbiotes, giving the rest enough time to take them down with little stress.

Across the courtyard, Weiss and Pyrrha are up against a few Mystic Symbiotes that are giving them a run for their money, but these fine Huntresses-in-training are in complete control of what they have store for the monstrous aliens. "By the Crimson Bands of Cyttorak," Weiss uses one of the magic tricks she learned during her training with the Sorcerer Supreme, Doctor Strange, to bind all the symbiotes in a mystical blue wrap from her glyph, allowing Pyrrha to spin her blade to slice or shoot the paralyzed aliens with her refined experience in fighting.

Not far from that chaos, Blake uses her Semblance to her fool advantage, creating multiple electric clones to fool some of the symbiote Grimm into attacking a decoy, electrifying them to the point of dropping down to a pile of icky goop. She quickly senses the arrival of two Symbiote Death Stalker crawling over to her with their stingers, but was saved thanks to the extremely irritating battle cry of Nora jumping from out of nowhere and slam dunking the Death Stalker effortlessly with her electric hammer.

And finally, Yang is surrounded by a dozens of those Mystic Symbiote Warriors. Any sane person would be scared of finding themselves surrounded by the strongest, deadliest symbiotes of them all, but not Yang. This blond chick seems really happy about this situation, slamming her fist together that causes a mild explosion, changing her iliac eyes to pure red, slamming her fist to the ground so hard it burst and leaves a crater. The symbiote warriors suddenly find themselves in the air, leaving Ren to finish them off with his gun blades, landing perfectly to the ground while the symbiotes die from impact.

"Hmm. You kids have improved." Shadow took notice of Ruby and the other's increase in strength since the Goblin War, and he seems genuinely impressed by their growth while they continue fighting the army of symbiotes.

"Of course! We've been training extra hard! Our goal now is to become a better hero than Spider-Man and Sonic! Well that's my goal at least." Ruby said with a happy smile to Shadow.

Both the little huntress avenger and the stoic black hedgehog notice more symbiotes coming inbound. "Let's hope we live long enough for you to accomplish that goal." Shadow said, causing Ruby to gulp in fear.

Thankfully, help has arrive in the form of a giant blue laser from above that instantly destroys the alien reinforcements. Both Shadow and Ruby sees a large black-and-silver battle mecha land right next to them, sharing some semblance to that of the Atlesian Paladin-290s. Ruby drools over what appears to be Atlas's strongest mech, Andromeda, which looks a little more humanoid than most of the Atlesian Knights, with a glassy sphere of immense energy located in its chest and a large spike in place of legs. It also has a set of spiky fingers that can slash the symbiotes into tiny pieces. And the one piloting this mech from inside is none other than the General of this world's military himself, James Ironwood.

" **Alright, you alien devils! It's time for you to get off my planet!"** The General declared, using one of its laser cannons to fire laser beams at a big pile of those symbiote scum, completely annihilating them from a single blast alone. He fires a few laser arm shots at some of the flying nuisances above him, then finish them off with two giga missiles, obliterating them as well. **"Activate Antimatter Particle Cannon!"** He shouted, releasing a blast of anti-matter energy from its core, registering and targeting a couple thousand symbiotes so the anti-matter won't kill those that weren't registered beforehand. **"Commence energy charge now."** The General said, since this is a finished prototype mech, it can't continuously use its antimatter weapon after a single blast and must recharge its power.

"Wow! That was so AWESOME!" Ruby fangirled as usual when she sees a cool-looking weapon.

"But that doesn't mean a dime! Look…" Weiss pointed to a thousand more symbiotes coming for the school from both the city and the symbiote planet that's in their orbit. "It's us against two worlds! We're severely outmatched!"

"Stand back." Shadow said to his allies and proceeds to step forward to take on the symbiotes alone.

"Shadow, what're you doing?" Mary Jane asked the black hedgehog on what sort of plan he has cooked up.

As he gets closer and closer to the incoming symbiote army, the anti-hero of Mobius takes out his green chaos emerald he hid in his quills and starts to absorb some of its power. His entire body starts to glow red with highly potent chaos energy and growls at his alien adversaries. "Death to all who oppose me! Chaos…BLAST!" He shouted, unleashing a devastating red explosion that instantly eviscerate the entire armada that has surrounded the school without hurting any of the Huntsmen in the area.

"Great job, Shadow, but it's not over yet. There's bound to more incoming." Ozpin said to the black hedgehog.

"I know." He replied with little emotion in his voice. Suddenly, out of nowhere, Shadow senses an incredible presence heading towards the school and proceeds to look up. "What's that?!" He asked.

 **BGM End**

 **BGM-Dragon Ball Super Official OST-A Fearsome Foe**

The entire Remnant resistance look up to the dark red skies to see Shin Black Ace Spider-Man and Hel Salem fighting an intense battle above their heads. "It's Spider-Man!" Yang said, and as soon as she said that, all the Huntsmen and surviving civilians start to cheer on for their greatest hero to beat the witch that started this invasion of their world.

Both the amazing webhead and the symbiote queen are going head-to-head, with neither side holding up. They both fight in blazing forms of pure energy, clashing at each other blow-for-blow at unrivaled levels of speed and velocity.

"Incredible. Look at them go." Pyrrha commented on this out-of-this-world fight they are all watching from the ground.

To catch her off guard, Spidey quickly switches to his Shin Red Joker form and delivers a devastatingly heavy punch with three stingers sticking out straight to Salem's gut, causing her to gag and cough out a lot of blood upon that gruesome attack.

"Ah yeah! That gotta hurt!" Weiss fist pumped proudly for Peter.

The Spider roars monstrously while firing a red beam straight to her back, blowing her down to the courtyard in pain, but this invulnerable symbiote goddess won't let that stop her. She quickly recovers and flies right back at Spidey with her divine blade of hers to strike at his heart, but she misses, as Peter instinctly transforms back to Black Ace mode to dodge the attack at the last second, and proceeds with his counterattack, blitzing and ramming through Salem at high light speed, assaulting her with numerous punches and kicks to her pressure points, actively switching from Black Ace to Red Joker and vice versa thanks to his mastery over his Spider-Fu martial arts.

" _ **You…I will not be beaten! Not by an inferior trash like YOUUUUU!"**_ The Dark Mistress yelled out in anger, releasing a tremendous blast of ISO-Chaos Energy that blows away Spidey through the air.

Watching from the courtyard below, Shadow and the others intensely observe this chaotic battle that's unfolding right above their heads. "Damn her. She can use Chaos Blast now? So does that mean she's in her Super Form now?!" Shadow asked, looking a little worried.

"WHAT?!" The students and professors that know about a super form exclaimed at the same time.

Spidey re-balanced himself after that huge explosion, panting heavily from the damage he has taken. Then, a black magic glyph appears right behind him, holding onto each of his four limbs with symbiote tentacles popping out from the glyph so he won't escape so easily.

Salem teleports right in front of the spider teenager, gathering darkness energy in both hands and puts it close to his chest. _**"Die, Spider-Man! Darkness Overload!"**_ She unleashed the massive blast of potent dark power up close to Spider-Man, causing him to scream in pain as he flies straight to Emerald Forest close by, with a huge explosion following his arrival at the forest.

 **BGM End**

" _ **What an annoying pest...And to think he now shares my blood. How pathetic."**_ A panting Salem said in the air, clearly a bit winded and injured despite her invulnerable super state, but not enough to completely beat her.

 **BGM-Dragon Ball Super Official OST-Unwinnable Battle**

Just when she thought she had enough fun for one day, her precognitive ability to sense danger thanks to her symbiote alarms her to danger down below her feet. She quickly finds herself bombarded by numerous bullets and gunfire from the human resistance that are currently fighting her symbiote children, most notably dodging attacks from Team RWBY, Team JNPR, Ozpin, Glynda, Mary Jane and Ironwood in his giant mech suit.

They fire and fire as many shots their weapons can unload to the dark queen, prompting her to block and deflect each shot with either her black glyphs or simply dodging them thanks to her enhanced agility. She was even able to detect Shadow, who used Chaos Control to teleport behind her for a sneak attack, and threw him back to the ground before he could land a punch.

The black Mobian quickly stood back up into a defensive position as his Remnant allies back him up. "It's as I thought. She's most definitely in her Super Form, invulnerable and everything. And thanks to that symbiote, she has all of Spider-Man's powers mixed with her own magic, enhanced to immeasurable levels thanks to the ISO Emeralds." Shadow informed the others while staring at the hovering and glowing Hel Salem above them.

"You're not kidding. This level of power shouldn't even exist," Ozpin said, looking very worried while trying to sense the limits of Salem's new powers, and unfortunately, the depths of her magic power is like a bottomless pit, very hard to read. "I hate to say this, but thanks to her symbiote and the ISO Emeralds, she's even stronger than our world's gods combined." He regrettably informed his cohorts.

"She's stronger than those two god brothers you told us about?" Blake nervously asked her headmaster.

Everyone but Shadow are getting extremely worried after hearing that Salem has surpassed the realm of the gods and is practically unstoppable. "Hmph. Good. I need a worthy opponent to test my limits." Shadow said with a cocky smirk.

"I don't know which hedgehog is more insane: You or Sonic?" Weiss quipped but the black hedgehog responds with another one of his infamous "Hmph".

"Shadow. You've gone super more times than us, right? What should we do?" Ruby asked for a game plan.

"For now, follow my lead and hold her off. Get her to use as much energy as possible, at least until Spider-Man arrives. Since that kid is as stubborn as another clown I know, he should recover in about a minute or two." Shadow told the team of the plan.

"In our situation, a minute will be like an eternity." Glynda commented before getting into an offensive position.

"Let's just follow Shadow's plan and buy as much time for Spider-Man as we can." Ozpin told her.

 **BGM End**

The united heroes stand armed and ready for the battle for their lives, as the dreaded Hel Salem descends from the air and lands on the crooked concrete, glaring at her weakling adversaries with a malicious, symbiotic smirk plastered on her wicked face.

" _ **I'll praise you cretins for managing to find the courage to stand against such an unstoppable force that you inadvertently caused. The ISO Emeralds were created by mankind as the key to victory. Too bad they've been used to unlock the gates to my accession in becoming the supreme goddess of this world. So for that, you have my thanks."**_ Hel Salem mocked her enemies with a formal bow.

"Salem! You and your tyranny ends here today!" Shadow declared to the dark goddess with no sign of fear in his voice.

"You've had this coming for years, old lady! Now it's time for you to face your crimes against humanity!" Ruby said confidently, twirling her scythe around for a bit.

 **BGM-Shadow the Hedgehog OST-Showdown**

Despite their threats, the dark queen responds with a distorted chuckle. _**"How foolish. Have you forgotten what I have just said? We, the Klyntar and the Grimm, have become one and are now undisputedly the greatest higher forms of life in any universe…What can mere mortals and their black rodent be able to do? Not even the world's greatest hero could stop me."**_ She said before laughing again to their displeasure.

"It doesn't matter who you are!" Shadow responded with a mighty point. "You attacked my world, the world Maria loved with all her heart! I promised that I will protect that world! And that's it!"

" _ **Hmph, then let me tell you, black hedgehog! How foolish and incompetent you inferior creatures are! It is time for you all to meet your maker! I'll bury you in the same grave as this 'Maria' you so highly speak of!"**_ Salem proclaimed as she gets ready to fight.

 **BGM End**

 **BGM-Dragon Ball Super Official OST-A Fearsome Foe**

"And I'll make sure you go straight to hell!" Shadow stated. The Ultimate Life Form decides to power up a bit if he wants to stand any chance against this powered up Symbiote Queen. Summoning a powerful burst of red/yellow chaos energy out of his body, almost sending his allies flying from the power he has unleashed, Shadow enters what he calls his 'Chaos Boost' state, enhancing his powers exponentially without removing his inhibitors.

"Take this: Chaos Lance!" He swings his right arm and fires multiple, advanced red Chaos Spears at Salem. The symbiote ruler defends herself from the rapid-fire assault by forming a dark magic barrier with those black orbs of her in front of her body. Quickly changing tactics, Shadow spin jumps straight into the air while still in Chaos boost mode, preparing a devastating homing attack by imbuing himself with his own Chaos Spear, then proceeds to storm right down onto Salem, but despite devastating a good part of the courtyard, his spin attack was easily caught by just one of those black orb hands while Salem watches in amusement.

The ultimate hedgehog starts to get irritated since Salem isn't taking this much seriously. Before the hand could crush him, Shadow teleports out of its grip with Chaos Control and begins assaulting Salem again, this time with his light speed attack.

"I'm joining too!" Ruby said, wanting to help him out against their common enemy. Despite being nowhere near as fast as Shadow or Sonic, the little rose does her best to keep up with the hedgehog with a combination of her own special speed and the repeated use of her gun-scythe to grant her more movement velocity, but even with these tactics and their speedy teamwork, Salem continues to toy with them. She effortlessly dodges and maneuvers through all of their attacks thanks to the symbiote's own spider-sense, managing to actually catch both of the speedy duo's attacks from both sides with her hands before blasting them away.

It was Ozpin's turn to fight, fight against his old rival that has grown frightening strong while he has been getting worrisome weaker over the years. He darts right towards Salem with incredible speed while holding onto his trusty cane in his right hand. _**"How foolish."**_ Salem said, easily knocking him through the walls of his beloved school with a blinding back-fist to his cheek.

Nora quickly jumps into the air, using her grenade launcher to fire multiple grenade blasts that's powered by electric ISO-Dust crystals at the dark queen, but thanks to her super form, she's invulnerable to all normal and petty attacks like that, with the grenades having no ill effect on her at all. Even when Yang appears through the black smoke and starts whaling on Salem with rapid-fire punches, and the combined assistance of Nora and Jaune, she doesn't flinch at all, not moving an inch or reacting to their attacks. Eventually their weapons start to wear themselves out, with signs of cracks appearing on all three Huntsmen trainees' signature weapons. The Dark Goddess, again without moving a finger, knocks out her foes with a mighty tendril whip formed from the ground, saving them from further embarrassment.

Not soon after that, Salem finds herself bombarded by the strongest bullet fire the remaining heroes could muster. **"Your finished! Antimatter Cannon, fire!"** The General piloting Andromeda said, releasing his most energy beam that destroys all matter, including Salem itself, but to his shock and worry, she was able to easily redirect the blast right back at him with a twist of her arms, instantly destroying the battle mech and leaving Ironwood heavily injured.

"James!" Glynda shouted if he's okay, giving Salem the chance to knock out the rest of this petty resistance with a loud sonic scream from her symbiotic fangs.

" _ **It's over."**_ She professed, using her magic to turn the entire ground they are all standing on into symbiote goop, trapping the heroes into a micro dark dimension sphere of her creation which she could easily hold onto with one palm. She starts to squeeze hard onto this micro dimension between her thumb and forefinger and says, _**"Welcome…to my realm,"**_ before crushing that dimension, releasing the heroes back to reality but heavily weakened from top to bottom. And what's worse, thanks to her knowledge about Auras, she was able to nullify and outright absorb them all thanks to her magic and the symbiote's genetic memory, making her even more powerful than before. _**"Thanks for the generous donation of your power. Now crushing you all have become much more fun for me and a lot more gruesome for you."**_ She said before laughing at their weakened expense.

 **BGM End**

A weakened and beaten Ozpin tries to get up from the ground but could barely find the strength to do so. Unfortunately for him, his good old pal Salem decided to be kind for once and help him on his feet, by wrapping her tentacles around his neck and dragging him to her front side so she could see for herself just how weak and pathetic her once troublesome rival for many centuries has become. _**"You've grown weak, old man. It would seem that the years are finally catching up to you. You've spent so long protecting those relics, not considering there might be other means for me to crush you and rule this land. And in this case, different dimensions that house objects of power far surpassing that you've wasted your repeated life on,"**_ She taunted the professor, slowly choking him to death by his neck. _ **"It is time we end our eternal feud. And this time, I'll make sure to devour your soul so you'll never reincarnate ever again."**_

Fangs and an elongated, venomous tongue start to stick out from Salem's mouth and slowly moves closer to Ozpin's horrified face for her one-in-a-lifetime sacred meal, but just when she's a second away from chewing on his eyes, she is kicked in the face from someone's rocket exhaust air shoes while simultaneously saving Ozpin.

The Dark Goddess quickly recovers and stands on the ground, learning that it was Shadow who saved Ozpin, with a panting Ruby still up on her feet next to the black hedgehog. _**"So, you want to interfere, don't you, black hedgehog? Huh. You just don't know when to quit, do you?"**_ She taunted Shadow.

"And you don't know when to stop being so arrogant." Shadow retorted.

" _ **This, coming from the science experiment that continuously boasts himself as the supposed 'supreme being above life itself',"**_ Salem calmly retorted back. _**"If you truly think that, why continue to serve under the humans when they are clearly afraid of your power?"**_ She said, causing Shadow to flinch from that question. _ **"You are an immortal, timeless being that possess such frightening power, power that scares Death itself. As soon as one of the many apocalypse arrives in your world, they will immediately see you as the prime suspect, just to have an excuse to eliminate you. That is something both you and the Spider must need to understand. This foolish world needs to be condemn. You both have the right to that."**_

"That's absurd. How about you start worrying more about yourself than wasting your time with us." Shadow retorted, clearly not giving a damn about what Salem said to him, even if what she says is the truth.

" _ **So you too decided to side with these selfish mortals. Why?"**_ Salem asked, wanting to know the reason for both Shadow and Spider-Man siding with the people that are clearly afraid of them.

 **BGM-Dragon Ball Super Official OST-The Power to Resist**

"How about you figure that yourself," Shadow responded just as he and Ruby get ready for round two with the dreaded queen of the dark world. "Let's go!"

"Yeah!" Ruby replied, with her and Shadow dashing at full speed at Salem and start rapid firing their intense strikes at her, but like before she keeps dodging and deflecting their coordinated attacks.

Shadow leaps into the air and fires another barrage of Chaos Spears, with Salem blocking the shots with her dark magic glyph while using her black orbs to keep Ruby busy for a while, but this is all part of the hedgehog's plan. He quickly teleports right in front of Salem while holding a black and purple sphere with white stars inside thanks to the concentrated chaos energy. "Now I'll show you the true power of Chaos Control!" He attacks Salem straight into her chest with that space/time energy sphere, causing the sphere to expand and ensnare her entire body so it can rip her apart. This attack is so powerful that it manages to bypass her invulnerability and inflict actual pain to her, leaving Ruby to dart at her and slice the sphere open, causing an explosion that blows Salem back and lose an arm, but she quickly regrows it back thanks to her symbiote.

" _ **H-How are you able to hurt me…A god…?"**_ She asked while panting.

"Idiot. You can't hope to understand since you can't comprehend the true power of the emeralds." Shadow mocked her, then proceeding to lift his right arm to the sky, showing the queen his green chaos emerald. "With this, even a god must bow to the Ultimate Lifeform. As long as I hold this, you're as pathetic as a limping ant. And as an extra bonus, it would seem this child's special eyes can also harm your so 'invulnerable' G-Symbiote." He said while pointing to Ruby, who's in the middle of making fun of the weakened Salem by sticking out her eyes, infuriating the dark goddess.

" _ **Impudent little rodents!"**_ She said through her intense anger, knocking the cocky hedgehog away far from the battlegrounds with invisible eye strikes that distort time and space.

"Shadow!" Ruby turns around and hopes Shadow is okay, but she has more things to worry about like an angry, seemingly invincible Hel Salem, who managed to grab the little rose girl by her chest.

" _ **I had a feeling you would be a pest the moment I first learned about your power."**_ Salem told the little girl.

"And yet you did nothing about it. Villains should really stop acting so cocky all the time, dontcha agree?" Ruby quipped, just like Spider-Man would do in this situation.

Salem doesn't even respond to her quip, at least not verbally, but instead slam her body repeatedly to the ground before finally tossing her around and prepares to end her with an energy blast, but just before she could kill Ruby, Shadow quickly teleports back to the battle zone and deflects with the blast with his hand.

 **BGM End**

"Are you alright?" He asked the down Huntstress-in-training.

"Not really…" A weakened, but alive Ruby responded to his question.

"Good enough." Shadow said before turning his angry gaze to Salem as he is the only one left standing to oppose her.

 **BGM-Dragon Ball Super Official OST-A Secret Plan with One's Life on the Line**

" _ **Foolish black hedgehog. You must realize now that you cannot hope to beat me with your limited power."**_ Salem taunted the hedgehog's strength and power.

"We'll see about that." Shadow responded, still remaining a calm mind despite outmatched in almost every way.

" _ **It's futile. The world will surely betray you. Why fight? Why do you and the Spider continue fighting?! Why risk your life for those who will persecute you later!?"**_ Salem DEMANDS an answer on why, despite what the world thinks of them, does people like Shadow and Spider-Man still fight for them and it's actually starting to get really frustrating for her not knowing the answer.

All of Shadow's supposed down allies slowly starts to stand up from the ground behind the dark hedgehog, confronting the dark mistress despite being heavily beaten already. "If the world chooses to become our enemy…" He said while taking off one of his inhibitor rings, now fully intending on using his full power against this mystic old hag. "We will fight like we always have!" He said, after taking off his second inhibitor ring.

Once that golden wrist ring fell to the concreted ground, a gigantic burst of flaming energy surrounds Shadow and half of the entire school, instantly destroying the symbiote minions that were unfortunate enough to be in the vicinity. The awesome power and state Shadow is in now is much different, and much more powerful than his Chaos Boost mode. Instead, this his is "Chaos Shadow" mode, granting him complete and unlimited access to chaos energy, gaining a reddish-yellow hue and a flaming red and yellow energy aura while his physical proportions stay the same. Every huntsmen that haven't been turned into symbiotes yet watch in awe at the tremendous power he is giving off.

"I cannot hope to beat you? Don't make me laugh!" Shadow said while still charging up his power to the absolute maximum. Even Salem is completely stunned just how powerful Shadow instantly became and can't get an accurate measurement of his power. "Someone who is so SELFISHLY as you could never hope to understand our plight! I SWORE to the professor I would protect the world! I SWORE to Maria I would give the people a chance to be happy! The BILLIONS of individuals she loved unconditionally! Prepare for your end!"

Channeling some of his uncontrollable, raw chaos energy through his fists, Shadow blitz right towards Salem by ramming his aura-enhanced fist to her chest before uppercutting the bottom of her jaw, sending her straight flying to the air, leaving her extremely puzzled that her symbiote senses didn't trigger to that excruciating attack.

"H-Holy cow…" Yang said in awe while watching the fight.

Even Ozpin is extremely stunned at what he just witnessed, "It's incredible! His energy suddenly surpassed Salem's! How can that be?!"

While trying to find her balance in the air after that attack from Shadow, Salem is again blitz and attacked by numerous, light-speeding homing attacks from the chaos-empowered hedgehog, leaving her with no chance to escape. _**"This increase in power…How can it have instantly match mine?! HOW?! Where did he get so much power?!"**_ She asked, with Shadow knocking her back to the ground with a devastating karate chop to her neck, followed by a crushing spin metoer to her gut, forming a massive crater upon impact.

The self-called Symbiote Queen immediately recovers and hovers close to Shadow, firing destructive magic blasts at him, but his intense fiery aura is protecting him from all of her attacks. "You're more pathetic than Black Doom. At least he gave me a challenge." Shadow taunted her.

" _ **Disrespective, little…"**_ Salem's body starts to glow an eerily purple color.

Shadow quickly noticed what she's trying to pull and begins his own version of that attack. "Chaos…" He said, glowing red all over his body.

The entire school compound begins to shake violently from the massive energy output those two murderous combatants are putting out. "Uh guys?!" MJ calls out to her friends, getting really worried now.

"HIT THE DECK!" Jaune shouted as everyone runs for cover.

And after a few quick seconds of powering up, Shadow and Salem are about to unleash their simultaneous bomb attack. "BLAST!" A collision of a red and purple explosion burst out from their bodies and encompass about half of the entire cliffside where the school is located, destroying a good chunk of the academy and completely wrecking the docking bays, even touching the oceans below the cliff.

 **BGM End**

Ruby and the rest of the huntsmen resistance somehow managed to survive the enormous explosion thanks to Weiss and Professor Goodwitch creating a sturdy barrier that protected them all. The little Team RWBY leader coughed out the smoke a few times before onward. "Is everyone alright? Where's Shadow?" She asked while looking around for the black hedgehog that saved their lives.

As the dust slowly starts to dissipates from the premise, Mary Jane was able to spot a weakened Shadow lying flat on the ground. "There!" She pointed.

All the heroes rush towards Shadow's aid and helps him off his feet, with Ruby giving back his Inhibitor Rings. "Are you alright, Shadow?" She asked him.

"I'm fine…" He responded, exhausted but still kicking.

"And Salem?" Ozpin asked him on the fate of his rival.

"The same." Shadow answered before they all take a look through the smoke and dust to see an injured Salem standing before them, even in her super-state she somehow managed to survive a blast that powerful and destructive and only came out with a few bloody scratches.

"You're kidding. She managed to survive that too." Pyrrha said, doing her best to ignore the pain in her right arm she attained during her early fight with the godly witch.

The dark witch, never in her life been pushed this far in combat before, is brimming in silent anger and negativity, fixating her deadly scowl and lowly growl to all her enemies, mostly Shadow. _**"Shadow…That hurt…"**_ She said, as well as calling Shadow by his first name which actually gets him to smirk right back at her. A blood vein starts to pop up on her head while also powering up a complex purple blast in her right palm. _**"A LITTLE TOO MUCH!"**_

She fires the dark energy blast at the weakened heroes, and with Shadow still weak from using all of his energy, and with most of the huntsmen having their auras weakened and drained, there is absolutely no way for them to dodge the attack that will definitely bring them to their most unfortunate end. With no way out and no way to escape, the heroes brace themselves for their immediate destruction by Salem's hands.

But, by some sort of miracle, someone with invisible speed and surrounded by a purplish-blue glowing aura managed to appear right in between the heroes and the dark energy blast and effortlessly deflected the latter to somewhere far, far away from the school grounds with just his hand.

 **BGM-Super Smash Bros Brawl OST- Bramble Blast**

"What the?!" Ironwood looks in shock at the figure that saved them from certain doom, looking like a familiar, black ace webhead with claws and wings, ready to make mincemeat of whoever tried to kill his friends.

" _ **It can't be…?!"**_ Salem looks in disbelief that the opponent she thought was down for the count is somehow still alive, prime and back to kick her butt once more.

"Spider-Man, it's you! You're okay!" Ruby said with sheer joy to see her best friend still alive.

"Peter…" MJ is in silent joy that the web-slinger is okay.

The Shin Black Ace Spider-Man turns his serious attention away from the glares of Hel Salem and diverts them to his friends. _**"Are you guys alright?"**_ He asked, still acting very calm and level-headed despite everything that has happened.

"Um, yeah, do we look alright to you? We're almost dead! I can't even pinch Ren correctly." Nora said while pinching Ren in his cheek, actually hurting him. "Oh wait. Never mind."

" _ **Here…"**_ Spidey's hand starts to glow as he ensnares his friends and teammates in a white web, which after a few seconds, they break out from them completely healed with stamina and auras back to 100%.

"Ahaha! Awesome! We're back to full health!" Yang said, feeling better than she was a second ago.

"Such incredible power…" Ozpin said while observing Spider-Man and the current form he has taken, completely stuck in awe and his new power. "So this is the power of Perfect Synchro. When the light and dark segments of one's soul reach full communion that grants the user power that not even a god could achieve so easily and control."

"His energy is frightening while at the same time so calm." Glynda commented.

"He's also emitting tremendous amount of heat, but it feels so cold, so warm. It's hard to explain." Pyrrha also commented.

"Hmm. Perfect Synchro…" Shadow said with his arms crossed, taking an interest in Peter's current state of power.

" _ **Spider-Man, I am impressed. Managing to survive my little attack earlier. Now how about you do use all a favor: Roll over and die before your superior."**_ Salem menacingly taunted him while clenching her right fist with dark energy.

" _ **You have a lot of nerve trying to attack my friends like that. Don't bother begging for forgiveness when I'm through with you."**_ Spider-Man threatened the dark shadow of Remnant's history with an intimidating dark tone.

" _ **Begging forgiveness? From you? HA! Like I would ever beg for YOUR help, boy."**_ Salem responded.

" _ **Shadow, please, get everyone out of here while I take care of this wretch."**_ Spider-Man ordered the anti-hero hedgehog to perform with his signature Chaos Control.

"Understood." Shadow agreed to the plan.

"What?! No! We want to stay and help you fight!" Ruby argued with the Spider.

" _ **NO! This is my fight that I have to win. Alone. It's personal."**_ Spidey argued back at her.

It took a little while for Ruby to understand and accept his wishes until she remembered what Peter said back on the Helicarrier about wanting to put his past behind him by beating Salem by himself, that way he can truly move on from his mistakes and without his failures holding him back anymore.

The little rose sighed after understanding his wishes, "Okay…"

Peter puts his hand over her head and ruffles it like old times, forming a smile behind his mask, _**"Don't worry. I will inherit your feelings for this battle. All of you."**_

That little comment made Ruby smile in joy and happiness. "Yeah! Show her the power of our bonds! I mean that is your special Semblance, isn't it?" She asked the webhead.

" _ **More or less."**_ Spidey responded.

"Then let us stay here and watch the fight. It's the least we can do now." Yang said to her heroic boyfriend.

" _ **Hmph. Fine."**_ Spidey replied to her with a fist bump.

"Glad we're all in agreement," Shadow smiled. "I want to see this new power of yours up close. Show me the power that surpasses the gods."

The black ace web-slinger chuckled a confident, suppressed laugh, _**"Don't worry, I will. I haven't even begun to fight. I can handle Salem easily now."**_

Hel Salem hears this ridiculous proclamation and responds with a cocky laugh, _**"Handle me? I admire your persistence, Spider, but you're mistaken if you think you can beat me-."**_ But before she could finish her taunt, a menacing dark silhouette that closely resembles the Shin Black Ace Spider-Man just appeared right behind her thanks to his awesome speed, actually instilling fear to Salem for a brief moment.

 **BGM End**

" _ **I KNOW I can beat you!"**_ Spider-Man declared, kicking Salem in the back that sends her flying across the destroyed school grounds.

The Dark Goddess quickly found her balance in the air, ducking below another one of the fused webhead's striking kicks. She shoots a web line to catch him and reel him towards her stead to stab him in the neck but he teleports away at the last second and comes right back to knock her across the face.

The Shadow mistress of darkness again disappears and reappear to regain her balance, irritated by the Spider's quick and annoying strikes. _**"Alright Spider, I'm THROUGH playing games!"**_ She told him.

" _ **Then fight me…"**_ Spider-Man summons his mystic aura, creating four, purple spider legs that are shaped like sharp scythes. _**"If you're ready to die."**_ He said with a menacing voice.

"Wow! Spider Scythes! That's so awesome!" Ruby fangirled from the side while the others watch, steady and eager to see this one-in-a-kind brawl between two out-of-this-world warriors duke it out.

 **BGM-Dragon Ball Super Official OST-Ultimate Battle Theme Song**

" _ **Time to show you the power of the ULTIMATE fusion between light and dark!"**_ Spidey said, making a roaring light speed dash towards Salem.

" _ **You can never surpass me."**_ She arrogantly said, using her symbiote to form a bubble shield to protect herself from the Spider's heavy, light speeding combo chains with his leg scythes. After wearing him down a bit, she expands her dark symbiote bubble greatly to the point it forms a massive explosion, seemingly taking Spider-Man with it.

After the dust settles, Spider-Man is nowhere to be seen. Thinking she's won, Salem begins laughing manically, that is, until her eyes shockingly spot the webhead still alive and kicking not far from here, having protected himself with the use of his spider legs while also switching to Shin Red Joker form for added defense.

" _ **Is this the best you got!?"**_ Red Joker taunted her.

Irritated, Salem uses her magic to shoot a couple hundred energy blast at the cocky web-slinger, ending her rapid-fire assault by sending all of her black orb spheres to attack and send him to a dark dimension with no way to escape.

Spidey quickly forms an energy barrier, effectively deflecting all the energy shots targeted right at him, but not even his impressive energy barrier could stop those black orbs from making contact with him and sending him away. Again, Salem think she has won, only for a second later to stunningly find the Spider having teleported himself back to reality with his own power.

" _ **Not too shabby."**_ He complimented, much to her annoyance. He uses his four spider legs to stab Salem in the chest and commands them to blast the crazy witch out of his sight with energy blast. _**"I thought you were better than this."**_ He taunted her.

The malevolent dark god, having being blasted halfway across the kingdom, teleported herself back to the battlefield looking steaming mad. _**"I will make you suffer for this humiliation!"**_ She angrily told the Spider. With the use of eight of her black magic orbs transforming into giant monster hands, she starts to charge up a dark blue energy blast from all eight wicked palms. _**"Dark Chaos Inferno!"**_ She shouted before firing off her deadly attack onto the Spider.

" _ **Hmph."**_ Peter doesn't seem all that scared or nervous, just plainly calm, even at the face of immediate danger. Without moving a muscle, he summons his translucent totemic avatar, the godly man-spider form, to defend himself from the incoming beam attack.

" _ **You bastard."**_ Salem cursed at the bug-man for managing to survive her attack without a scratch. She proceeds with the direct approach and attacks the web warrior with a flurry fire of magic fist attacks, but she keeps on missing thanks to the Spider's insane dodging capabilities when he switches back to Black Ace.

Having toyed with her enough, Peter drop kicks her straight in the chest, sending her packing to the ground before he rapid assaulting her with a flood of lightning-fast punches and kicks that even Shadow is having a hard time keeping up with. His speed increases rapidly with every second, getting faster and faster, almost to the point of turning invisible, and his power starts to shake the entire school yard from his light speed movements alone, discharging blue lightning that attacks the entire area from his many sparks.

"This is unreal! His speed and power is completely inhuman! He's on a completely different world than he was before!" Pyrrha commented during this spectacular battle that all Huntsmen that aren't fighting against the other symbiotes are simply marveling at.

"Even now, as he fights, he continues to evolve in all aspects of his abilities." Ozpin said while observing the fight to the best of his abilities. "With every block and strike, he hits Salem more quickly, sharply, and heavily. He's entirely focused on the fight with all his heart and soul. No hesitation, panic, fear. All emotions that cloud his judgement have turned into nothing. Even the darkness in his heart is nothing but a gentle flame that's cooperating equally with his raging light. That's the perfect meaning of Perfect Synchro."

"Salem's done for." Shadow bluntly said outright, catching the others attention. "When the Spider's like this, he's unbeatable. Who knew the moment he shut his mouth he would attain such destructive power?"

"Not me, that's for sure." MJ replied with a smirk.

"Yeah! You get her, Spidey!" Nora shouted.

"Finish her!" Weiss cheered for him as well.

Back to the amazing fight at hand, the Spider is still giving Salem a hard time to blink before getting blind sighted by another one of his rapid punches. To avoid being embarrassed any further, she uses Chaos Control to freeze all of time, mostly towards Peter, that way he can't move a muscle while she whales on him, but again to her surprise, he was able to escape thanks to his use of Time Break. He pops out his claws and just outright pummel the dark witch with an even faster flurry of his blinding attacks, rapid slashing her all across the battlefield, leaving Salem with no chance for escape once more.

" _ **I'm not done with you yet."**_ He darkly said, summoning dual-wield energy stingers that are shaped like swords. He begins his lightning-fast assault anew, this time with a combination of his sharp claws and gruesome sword slashes thrown in the mix, ending this monstrous beating with his new Tsuchi Shoryuken straight to her jaw, sending her flying to the skies above, and finishes her off with a gigantic, roaring Shin Hadoken, causing the sky to explode from his powerful beam attack.

 **BGM End**

Black Ace Spider-Man and the other heroes wait patiently to see if Salem somehow managed to escape from that outrageous blast, which to some, are shocked to see her through the dust clouds. The wicked dark witch took a direct hit from that Shin Hadoken and lived, but still sustaining numerous wounds across the body that not even her symbiote could heal in a short time. Peter grunted again, this time with a smile behind his mask, knowing that this battle is finally turning to his favor and gets back to fighting position, getting Salem vastly irritated and the two duke it out once more.

* * *

 **Earth, Above the skies of New York City**

 **BGM-Dragon Ball Super Official OST-Fistfight Battle**

Back to the battle that's currently transpiring on the infested Helicarrier, the anti-hero Toxin is still duking it out with the dreaded Carnom beast, destroying his symbiote armada while blowing away the enormous beast's fist attack with her own symbiote fist. She then starts dodging the countless energy volley attacks coming from the huge monster's many mouths.

" _ **HAHAHAHA! GIVE IT UP, OUR CHILD! YOU DO NOT HAVE THE STRENGTH TO STOP A GOD! WE WILL MAKE SURE TO PAINT YOUR GRAVE WITH YOU BLOOD!"**_ The Carnage part of Carnom cackles heavily while attacking its spawn.

" _ **YOU DO NOT HAVE A PLACE IN OUR RANKS, GRANDCHILD! YOU ARE INCOMPLETE! UNTRAINED! TAINTED! WE WILL DESTROY YOU AND THIS PATHETIC WORLD!"**_ The Venom portion said, slamming his monstrous palm to the floor, only for Toxin to leap to the sky for another attack.

" _ **Sorry, dad and grandpa, but that's not happening!"**_ She said, drop kicking their heads, then beating on them with a flurry of devastating punches before backflip kicking Venom's big head.

" _ **YOU DARE PROTECT THIS FOOLISH HUMAN RACE FROM THEIR REQUIRED CONDMENMENT?"**_ Venom asked with a tendril whip, with Toxin replying by slicing the tentacle to two.

" _ **I don't think transforming them into malicious and ugly walking space goop is the way to go! Besides, I know Eddie wouldn't want that either!"**_ Cinder told them.

" _ **INSOLENT BRAT! BROCK IS GONE! NOW JOIN HIM IN OBVILION!"**_ Carnom fired a dark energy blast from all their mouths onto Toxin. She managed to create a fire barrier to protect herself from harm but it begins to crack.

" _This barrier's not going to last long!"_ The Toxin symbiote told Cinder through telepathy.

" _ **Yeah, I know that!"**_ She replied. Concentrating really hard, Cinder was able to manipulate her fire barrier to absorb the giant energy blast and transform it into a humongous energy sphere that's the size of the sun. _**"Dai Shinbioto: Flaming Apollo!"**_ She shouted her attack name before throwing said attack. The massive sun bomb latches itself onto Carnom with its flaming tentacles, quickly becoming one with the massive beast, giving him a fiery texture and skin color. He struggles greatly to get the thing off of him, but after a second of struggling, his entire body blows up from his sun skin, creating a massive explosion that almost blows away Cinder from the face of the ship.

" _ **Did it work?"**_ Toxin asked through the smoke. As it slowly disappears she sees the malevolent glowing red eyes belonging to the giant Venom head, with it being the last head remaining after Carnage and the smaller heads blown up from that last attack. _**"No, of course not. Just how durable is he?"**_ She asked herself.

Carnom, or I guess at this point the monstrous Venom giant, laughs with an eerily, distorted tone. _**"GAME OVER. YOU'VE LOST. NOW GIVE UP!"**_ He said to the little symbiote warrior.

Instead of giving up, Toxin gets back into a fighting position, insisting on continuing this tiresome fight. _**"If an idiot like Spider-Man can never give up, then neither will I! You are going down!"**_ She told the Symbiote/Grimm beast, with it loudly roaring back at her pitiful declaration.

 **BGM End**

* * *

 **Back on Remnant**

 **BGM-Dragon Ball Xenoverse OST-Cutscene: Attain the Future**

The sounds of an intense beating that can be heard throughout the kingdom can be found at the battlegrounds of a semi-wrecked Beacon Academy, where Shin Spider-Man is just about done beating on Hel Salem, who is getting more and more bruised after every stunning blow she takes.

" _ **This can't be happening!"**_ Salem said in disbelief that she is actually losing despite being in the possession of the most powerful weapons in the entire universe.

" _ **Oh, it can. AND IT IS!"**_ Black Ace Spider-Man said while floating in the air. He teleports right before Salem and proceeds to beat on her again, using his wall-crawling abilities to leave a mark on her face, leaving a burning distinctive scar that closely resembles that of Megaman X's Sigma over her eyes, and is impossible to heal.

Salem screams in pain while covering her scarred eyes, _**"What did you-?!"**_

" _ **It's called the Mark of Kaine! A technique that my late brother likes to use, especially when he's angry!"**_ He answered, referring to one of his clones that died long ago, Kaine. He straight kick Salem's jaw back to the air, immediately teleporting behind her for a quick flurry of kicks from his normal legs and spider legs, sending her back to the ground only for Spider-Man to be already there to blast her away with just a palm of his hand.

 **BGM End**

" _ **Guwaa…"**_ She screamed heavily after being knocked back, landing on her back, seemingly looking defeated for good.

" _ **Phew…"**_ Spidey swipe the sweat from his forehead after such an intense battle. He looks behind his back to see Ruby and the other heroes running up to congratulate in his victory.

"Spider-Man, you did it!" Ruby happily said, giving Peter a hug.

"You actually did it…You won a fight I could never pull off in my lifetime." Ozpin congratulated the heroic spider.

"Let's not get carried away!" Shadow said to the others, still looking very serious, as if the battle isn't over yet. "As long as she has those emeralds, this battle is FAR from over."

"Right." Ironwood agreed with the hedgehog.

Spidey hovers from the ground and proceeds to fly directly towards the beaten Salem to retrieve the ISO Emeralds she stolen from Earth. As he gets closer to her body, that tingling sensation in his head warns him of incoming danger straight ahead.

 **BGM-Dragon Ball Xenoverse OST-Cutscene: Total Chaos!**

A burst of dark purple energy instantly surrounds the supposed beaten Salem, prompting Spidey to stop in mid-air as he quietly observes her body slowly rising back up and looking mighty mad. She holds onto her new scars, which only serves to make her even angrier, _**"How dare you!"**_

The heroes get ready to fight once more when they suspect a change coming from Salem. Through her intense anger and unmatched rage, she grows into a much bigger, bulkier form, resembling that of Venom. Her body becomes crystalized (looking like Mephiles the Dark from Sonic 06 only scarier), packed with vicious fangs, an elongated jaw, and a prehensile venomous tongue, all with her scar still plastered on her disgusting face. The transformed Salem lets out an enormously loud roar straight to the skies above, letting her minions across dimensions to be aware of her next ascension.

"That form looks familiar." MJ said not scared, noticing how Salem's looking more Venom than herself now.

"She's losing control over the symbiote. She can't control her power any longer. This fight is over." Shadow said, thinking that now that Salem has control over her symbiote, she's easy picking. Unfortunately for them, the situation has become much, much worse.

 **BGM End**

 **BGM-Dragon Ball Xenoverse OST-Violent Violet (Theme of Destroyed Toki Toki City)**

The dark red clouds above their heads start to look more and more unhealthy and dangerous with the uncontrollable power this monstrous Hel Salem is releasing. Her unbridled rage, combined with the increase negativity from the ISO Emeralds, is causing a massive dark hurricane made of symbiote tentacles to envelop all of Beacon, with her and everyone else stuck in the middle.

"What the…The school?!" Blake and the others look around to see the school slowly being ripped apart piece by piece thanks to the dark hurricane.

They all see Salem ascending into the air, trying her best to control her rage but failing miserably, but it would seem she doesn't care in the slightest. _**"How can this be…?"**_ She asked, sounding more like Venom than herself now, but her original voice can still be heard through her dual-style voiced, only barely though. _**"Damn you all. Damn this disgusting, miserable WORLD! I'll destroy it all!"**_ She shouted through her rage.

"Salem, are you insane?! The power you're releasing is intense and can't be controlled! You could kill yourself and this entire universe if you don't keep a level head!" Ozpin tried to reason with his arch-enemy, but her unrestraint rage, endlessly fueling her symbiote's appetite and the ISO Emeralds, is not giving her the chance to listen to reason.

" _ **Hmph…You were always a fool, Ozpin. You think I'm not aware of that?"**_ Salem asked him. _**"After everything is destroyed, I'll use my magic to rebuild this world into my image, without you fools getting in my way ever again!"**_ She said crazily, summoning a barrage of energy arrow staffs right beside her.

"What? What do you mean by that…? What are you thinking?!" Ozpin asked her, taking a few steps back in great confusion.

All available heroes that can still stand on their two feet get ready to fight and lunge towards Salem to stop this madness once and for all, except for MJ since she doesn't possess superhuman abilities. _**"Taryaaaa!"**_ Spidey let out a loud war cry with his dual voices, signaling the monster Salem to throw her dark chaos staffs right at the heroes. For a short while, they were able to swiftly dodge each and every single one of her attacks, but slowly and surely they each take a fall, starting with Spider-Man, who is stabbed through the chest by one of the staffs, pinning him to the ground so he won't escape.

"Peter!" MJ shouted for his concern.

Shadow was the next to fall after temporarily being distracted with Spider-Man's defeat, then comes Ruby, then Ozpin, then everyone else gets knocked down and pinned to the ground by her sharp staffs, leaving the monstrous Salem to laugh in enjoyment now that her adversaries are defeated.

MJ runs towards where Peter was knocked down while Salem laughs again. _**"Fuhahahaha! Everything! BEGONE!"**_ She laughed herself silly, making her look as crazy like Carnage.

"S-Salem…Stop…Agk…" Ozpin tries to speak while being pinned down to the ground, semi-unconscious.

"Grr…Damn you…" Shadow said, trying his best to get up but couldn't.

 **BGM End**

The devilish Hel Salem fires a complex dark blue/purple energy sphere big enough to destroy the entire school and everyone in it. She then summons a portal next to her stead that will lead her back to the Klyntar home world and proceeds to leave with a creepy smile.

The dark energy sphere is getting closer and closer in destroying the entire school, and with everyone but Mary Jane pinned down, it would seem that all hope is lost. MJ thinks quickly, wondering what she should do to help, that is until she remembered she's still wearing her repulsor gauntlets and gets an idea. Forming a blue energy saber, she quickly cuts down Spider-Man's, Shadow's, and Ruby's cages, freeing them from their imprisonment.

" _ **MJ?"**_ Spidey said to her.

"No time for talking, tiger! Go after her! We'll take of things here!" MJ ordered him.

" _ **Right."**_ Spidey nodded and follows after Salem, leaving Ruby to rescue the others while Shadow deals with the massive death ball hurled right at them, managing to catch the darn thing with both his hands but is looking to have trouble handling it alone.

"Spider-Man!" Shadow shouted to get his attention. Once he did, he tossed Peter his chaos emerald. "Go! You'll need it! I'm placing all my promises in you!" The black hedgehog encouraged the godly arachnid to fulfil his wish in saving their worlds. Peter understands, holding onto the chaos emerald tightly and proceeds through the portal before it closes. With that out of the way, Shadow takes off his inhibitor rings and transforms back into Chaos Shadow once more so he can properly handle the energy sphere, letting out a mighty roar as the entire area is encompassed in a bright light.

* * *

 **BGM- Spider-Man: The Animated Series OST (1994)- Ending Theme**

 **Spider-Man: Sup, I'm Spider-Man. Alright! I got Salem on the ropes! But even if we defeat her, I don't think that'll be enough in stopping the invading symbiotes.**

 **Shadow: If we want to destroy them, we need to destroy the hive that's spawning them in the first, and I know just the weapon to take care of the job.**

 **Spider-Man: Okay. Even though I hate the idea of committing mass genocide on an entire race of monstrous extra-terrestrials, do you really think that'll be enough?**

 **Shadow: Let's hope so. Otherwise, we're completely doom.**

 **Next time on Spider-Man and Cinder: Flaming Web of Light and Shadow-**

 _ **Web of Bonds and Sacrifices**_

 **Cinder: Eddie, what are you doing?! Don't tell me your…**

* * *

 **KFX here: I'm back and ready to finish this story once and for all. One last chapter left, and an epilogue until Light and Shadow is fully completed. Expect this last chapter to be a mix of the ending of both Shadow the Hedgehog and Spider-Man: Web of Shadows. It's gonna be a blast and you might shed a few tears. Let's finish this. Also I have opened up a forum page for various discussions about this series. Check my main profile to get the link.**


	24. Issue 22: Web of Bonds and Sacrifices

_Issue 22: Web of Bonds and Sacrifices_

 **Symbiote World, Klyntar**

The portal that Spider-Man followed Salem through led him to the Planet of the Symbiotes, also known as Klyntar, where the sky is bleak purple and toxic to anyone that isn't wearing a symbiote or special armor like Peter's. He arrives high above an alien forest, where everything on the planet looks to be alive, from the black trees to the tall mountains looking evil and corrupted, spilling pure negativity from every branch and crack all across the planet.

" _ **So this is the planet of the symbiotes, huh?"**_ Shin Black Ace Spider-Man asked himself while surveying his surroundings. He looks up to space and spots three different, but blurry familiar looking planets out of this planet's orbit, all attached to it by multiple, huge tentacles that's dug deep to their world's very core, sending more than a million symbiotes to each world for a worldwide infection. _**"It's as I thought. She teleported the Symbiote World right into the cosmic intersection of our universes. So in actuality we're dealing with a single world attacking us, not three. Clever."**_ He said.

Many organic sounds can be heard throughout the planet, almost like being in the body of a living organism, which catches the heroic arachnid's attention. He looks to the pulsating ground that disturbing has teeth, continuously spawning over a million G-Symbiotes through its pools of black liquid every minute, roaring to the skies before heading off to invade the dimensions.

" _ **This isn't normal, even for an alien planet. What's going on? Is the entire planet really alive? It's like everything here is one, giant…hive."**_ Spider-Man seemed to have realized what is truly going on in this monsterworld, and a certain monster is about to confirm his suspicions.

" _ **Bravo, Spider-Man."**_

 **BGM-RWBY OST-Divide Instrumental (Salem's Theme)**

Spidey calmly turns his head around to see the now monstrous-looking Hel Salem appear out of a portal to greet him. _**"We're not surprised you somehow managed to survive our world-ending blast, but we're afraid you've used the last of your luck."**_ Salem said to Spidey, who just crosses his arms so could continue listening to her annoying rant. _**"You see, shortly before the invasion, we commanded Venom to contact the symbiote homeworld with a psychic shriek, getting our species prep up for the attack. We ordered them to start converting this entire planet into one, giant hive, and with the use of our magic and the ISO Emeralds, the symbiote world can, and WILL continuously spawn a symbiote army capable of taking over all dimensions, starting with these three. We are the creators! We are the ones that shape the very world itself!"**_ She said crazily.

A vein pops behind Spidey's mask, indicating he has gotten pretty angry from what she just said. _**"What'd you say? Everything here is corrupted and full of misery! I would never wish for such a world!"**_ He said angrily at Salem, but the devilish symbiote witch ignores him with a dreaded laugh.

" _ **You don't have to, considering you'll be dead before long. You see, Spider, during our recent brawl, my symbiote's unique ability of genetic memory was able to closely gauge your full power and potential, down to the thin wire. So, before you arrived, we have absorbed MILLIONS of our newly-spawned kindred, increasingly our power astronomically, easily surpassing the full extension of your power."**_ Hel Salem told her, which actually gets him to flinch which she takes notice. _**"Yes, you can sense it, can you? We are absolutely stronger than you now. Not even your Perfect Synchro ability could match up to me anymore!"**_ She chuckled creepily and then goes full crazy mode with the laughter as she continues taunting him. _**"It's futile, Parker! You've lost! You're beaten! And don't expect any last-minute rescues! Even if your friends did survive, our children will keep them all busy! You know the old saying, 'United we stand, divided we fall'! Humanity has now been separated entirely and are too weak-willed to stand up for themselves! They are all scared out of their minds! Easy pickings for our children! Now all that is left is to dispose their 'Light of Hope'! The source of willpower these barbaric mortals take upon, and then, AND THEN, all will finally be consumed by MY will!"**_ She babbled insanely, laughing like a complete monster that has lost all self-control over themselves.

 **BGM End**

Regardless what he has heard and what may or may not be the truth, Spider-Man remains completely calm in the air and forms a confident smirk behind the mask that Salem can't see through. _**"Are you sure about that?"**_ He asked her calmly.

The monstrous goddess stopped laughing and looks at Spider-Man with a confused, _**"Huh?"**_

" _ **I know I'm MORE than enough to take you on."**_ Spider-Man said to her, looking mighty confident and very chill with himself.

" _ **Ohoho, somebody's confident. We like that about you. You're too blind to see the truth, thinking that you still have a chance against us."**_ Salem professed.

" _ **I do."**_

" _ **What?"**_

" _ **I made a promise that I will beat you and move on. That's what I'm going to do. Everyone is bearing all their hopes on me, so I can't afford to back down."**_ Spidey told her.

Salem growls, _**"Promises and hopes. What do they truly mean? It's all rubbish! They can easily be broken, especially when you're all alone!"**_

The fused Spider-Totem shakes his head around while sighing. _**"Honesty, I don't know whether to call you pathetic, a coward, or just plain stupid."**_ He bluntly said those insulting words right towards Salem, easily infuriating her.

" _ **What did you say, whelp?"**_ She asked with a threatening, demonic tone.

" _ **I called you a moron, that's what I said."**_ Peter calmly replied.

" _ **What?!"**_ She snarled.

 **BGM-Dragon Ball Super Official OST-Limit Break x Survivor (Instrumental Type B)**

" _ **You've been hiding in the shadows for far too long that you've slowly transformed into a weakling, with your grand scheme involving splitting mankind apart and take them down at their weakest point. That's the coward's way to win. That, AND all you've been doing is leading to your own downfall,"**_ Spider-Man started explaining the downsides of Salem's whole, thousand-year plan straight to her face with a serious look to mock her, and its working judging from her increasing anger and rage. _**"No matter how hard you try to split us apart; the bonds we've forged with one another will NEVER disappear. That's the only thing you can't break. Those bonds and the promises we humans make give us strength and a reason to continue fighting,"**_ He points straight at Salem. _**"You've seen it too! After all, you've been spying on me for who knows how long now. You've seen the type of bonds I've made with both friends AND foes alike, the good and bad kind. And it's because of those bonds is the reason why I was able to control and use my own darkness without losing my light,"**_ He said, remembering all the heroes and the villains that has assisted or fought against their will towards him during this entire invasion and before. His speech gets the monster witch to flinch from the truth and look away annoyed as he continues. _**"I'm right, am I? It's because of those bonds is the reason why I will never lose, because that's my special Semblance! I just don't borrow strength from other Spiders, but from all the people I've met since forever! They're the reason why I'm still here, and the reason why you will NEVER win!"**_

The evil symbiote witch, probably for the first time in her life, is left speechless and can't bring herself to deliver a decent comeback to her opponent, because everything he just said is absolutely right. So instead she takes the heated direct approach. _**"We've just about had enough of your constant prattling!"**_ She yelled while releasing ton of energy from her body and rush towards Spider-Man with a murderous face.

Peter takes out the green chaos emerald Shadow gave him before he left, looking at it intently. _"Alright Chaos Emerald. Lend me your power. Shadow, Ruby, everyone is counting on us to win. We cannot let them down. We owe it to too many people not to. Let's show her the power of our web of bonds and beat her senselessly with it. Ready? Let's go! We'll defeat her together!"_ He said in his thoughts, with those very thoughts being heard by the Chaos Emerald and glow intensely.

Salem flies closer and closer at mach speed to Spider-Man with the intent to kill him with her Dark Arm Blade attack, but the very second she gets in range for the kill his spider-style eyes light up, with half of them glowing golden and the other half glowing black, symbolizing his light and darkness. He unleashes a powerful, animalistic war cry, flinging Salem back form the sheer force of the energy he's putting out. The beacon of energy is so great that beings from all three worlds that are being invaded can see, including those in Remnant that survived the big blast bomb thanks to Shadow blowing it away. Speaking of him, both the black hedgehog and Ruby also notice this beam of energy bursting out from the Klyntar homeworld, forming a smile on their faces that they know it's Peter signaling them that he's fighting for them, and they are fighting for him.

 **BGM End**

On the Symbiote World, Salem was able to regain her balance in the air after being blown back a notch and looks back to where the Spider is hovering from. As all that energy starts to disappear, she sees not one, but two Spider-Men standing side-by-side next to each other, with one looking like a golden Black Ace Spider-Man while the other looks like a dark reddish Red Joker Spider-Man.

" _ **A clone?"**_ She asked when looking at the two Spiders.

" _ **Ready to show this clown the bond between the light and darkness, dark me?"**_ Light Spidey asked his dark self while cracking his knuckles.

" _It would be my pleasure, light me. It's payback time_ _ **!"**_ Dark Spidey replied with a smirk behind his mask.

" _ **LET'S GO!"**_ The two spiders, the light and darkness, both shouted at the same time, unleashing their energies to their very maximum.

 **BGM-Sonic CD OST-Sonic Boom (Crush 40 and Cash Cash Remix)**

Light Black Ace is the first up to fight, powering up his wings and moves at godly speeds pass Hel Salem, leaving her stunned long enough for Dark Red Joker to clash heavy blows on her. The two bulky combatants exchange numerous heavy punches right at one another with neither gaining an advantage. _"Show me the full extent of your power so I can embarrass you further!"_ Red Joker taunted the furious witch when the two stop in a standstill but still colliding their fists in this grudge match, furiously pouring out a ton of energy, so much that it starts to break the area they're standing on and cause a huge explosion from the force of their powers.

Flying across the corrupted planet, Light Black Ace is actually busy fighting the same planet itself, cutting through all of its roots and the tentacles that want him dead. He spots his clone still going at it with Salem, fighting through a forest and then through a city, destroying everything in their path. Black Ace mentally summons creates a ton of meteorites from the ground below and webs them up, turning them into web meteors and throws them at Salem from afar before continuing to deal with the planet and its defensives.

Red Joker punches the symbiote queen away but came out unharmed. _**"Is that all?"**_ She taunted him, only to be pelleted by the web meteors. Greatly irritated, she fuses herself with a ton of her symbiote henchmen, using the empowered darkness from the ISO Emeralds to transform into a giant, crystalized monster with purple skin and no face, just a big eye that can fire a powerful laser, destroying the remaining meteors.

The big beast then gathers enough symbiotes to form a gigantic purple ball of ISO-Chaos energy and throws it at Red Joker Spidey with tremendous force and velocity, almost impossible to dodge in time. _**"It will take a miracle for you to dodge my attacks!"**_ She taunted him.

Knowing he can't avoid it, Dark Red Joker catches the energy sphere with his bare hands, using all the power from his shoulder gears to help him push it back while he roars greatly to do it. After getting the right footing, he kicks the energy sphere back at Salem, dazing her monster form while also exposing its 'heart'. _"HA! How do you like my offering?"_ He taunted her right back, just as he senses his light half flying right next to him.

" _ **Let me take it from here!"**_ He said, activating Speed Break to reach Salem in a flash and gruesomely starts beating on the big monster's heart, finishing it off with a massive swarm of rapid-fire punches that destroys the giant monster and break Hel Salem out of that shell. _**"Just like I said! You're a coward that likes to hide instead of fighting!"**_ He taunted her, which really pushes her through the edge and immediately rushes towards Black Ace and slam dunks his head to the surface, dragging his body across the muddy floors of the planet.

Thankfully, Dark Red Joker appears out of nowhere to save his light half, kicking Salem in the chest before whaling on her for a bit, kicking her to the skies so he could continue beating on her there, with Light Black Ace powering up to help him out. As Salem flies through the air, Red Joker pounds her right back down with a double axe fist, knocking her towards Black Ace's direction to get blasted by his Shin Hadoken, that way Red Joker can beat on her again with his light half lending some assistance in kicking her around.

Before the next punch could be made, the beastly Salem makes a surprise attack onto Red Joker, stabbing him with her claws before they clash in the air again, this time with her gaining an advantage. She monstrously grabs the dark half of Spider-Man's soul and launches him and herself crashing down back to the surface of the planet, causing a massive impact that actually shook the entire planet as if a nuke went off.

The Dark Symbiote Goddess rise from the ashes, only have to be forced to defend herself from both sides by the surprise attack from both Light Black Ace and Dark Red Joker, firing their Shadow Destroyer Galaxy and Crimson Solar Breaker special attacks respectively. _**"Gah…! What kind of power IS this…?!"**_ She asked herself. Impressively, Salem was able to block both very world-breaking attacks with just only her palms, but this also keeps her very occupied and vulnerable for another attack, which did happen in the form of two more clones of Black Ace and Red Joker appearing right in front of her, charging a light and dark Hadoken respectively in the palm of their hands.

" _ **Your mine: Ultra Kumo Hadoken!"**_ They both unleash a humongous stream of devastating energy, breaking apart the ground she was standing on and straight into space, with the enormous beam sending her from the planet Klyntar right back to Earth through the cosmic intersection, knocking her deep down to the oceans next to New York City, with a huge explosion following that ruptures the tides and shakes the Helicarrier where Toxin and Carnom are still fighting each other.

" _ **Oh, what the hell now?!"**_ Toxin complained.

 **BGM End**

 **Earth, New York City**

A short moment after the shooting the monstrous symbiote goddess through orbit, Spider-Man reappears back on planet Earth, now back in his normal Shin Black Ace form, no light or dark clones anymore, just himself and his confident cool-looking attitude.

He crosses his arms while hovering on the same altitude as the Helicarrier, waiting patiently for Salem's inevitable return, as he is pretty sure she's not dead, but heavily injured even though she's in her super form.

As he suspected, Spider-Man watches Salem, still in her hellish Venom-looking form, rising up from the ocean floor high into the air, ignoring all the wounds and bruises she has sustained from the fight.

" _ **Whoa. Is that Salem? What has happened to her?"**_ Toxin asked on Salem's new, monster look.

The shadowy witch of Remnant takes a few moments to pant heavily after suffering a beating she has never taken in all her years of living to conquer her world. All her past battles against her enemy, Ozpin, and his guardian allies don't even come close to what she is suffering at this very moment. Somehow, compared to massive armies, ancient warlords, and even the gods of her world that has crossed her path, a single 17-year-old boy with simple spider powers is matching her. Overpowering her, even with the powers of a god.

She looks at Spider-Man below her with a blank, twitching stare, noticing how calm and collected he's looking while she is losing her cool. Then, a creepy smile appears to emerge from her face while her eyes continue to twitch intensely, almost looking like she's about to crack. _**"So this little pest really wants to get on my bad side, does he? He just won't rest until I have been pushed to the very limits of my patience…"**_ She chuckles very softly, but outright creepily, clenching her fists to the point of bleeding, and multiple veins popping from her head, and finally shouts, _**"YOU MEDDLING BRAT! I HOPE YOU ALL ENJOY SUFFERING THE SAME FATE AS THIS PLANET!"**_

" _ **She finally cracked. I didn't think that was feasibly possible."**_ Cinder said, looking in disbelief that her once malicious teacher and master destroyer of Remnant has finally snapped.

Pointing the palm of her right hand straight into the air, a snapped, crazy Salem begins producing a chaotic sphere of pure negative, dark-red energy in her hand, and it continues to expand, growing larger and larger from all the energy she's absorbing from her countless infected followers throughout time and space, from all three dimensions her children has infected. _**"Taste the hateful power of darkness! Dark Chaos Nightmare!"**_ She shouted, with her energy sphere growing to the size of a dark sun.

' _What in the…What is that…?'_ Ruby asked through Peter's suit comms, with her and everyone else from Remnant watching this attack unfold through a projection thanks to their Webwares.

' _That power…Where is it coming from?'_ Ozpin asked.

' _Salem is absorbing all the negative energy from all the people she and her symbiotes infected from all three of our worlds,'_ Shadow informed them while Salem continues to collect energy from the dark hearts of the humans. _'It's power is massive. There's no question that it can destroy the Earth if it touches the surface. But what's worse, thanks to the ISO Emeralds, I'm afraid it's strong enough to shake the very fabric of our reality and it could destroy OUR dimensions as well!'_

' _WHAT?!'_ The heroes shouted through the comm, which now gets Spidey and Toxin nervous from hearing that themselves.

" _ **It can't be…"**_ Toxin said with little voice coming out from her mouth, all while the Venom beast laughs in enjoyment.

" _ **WE TOLD YOU THE END HAS COME! YOUR WORLDS ARE DOOOMED!"**_ Venom shouted.

In the air, Spider-Man continues to face down the dreaded Dark Chaos Nightmare bomb in fear and horror as it continues to charge up. _**"You shall rue the day! I will erase your miserable life from reality! When I'm through with you, you will have never existed!"**_ Salem told the Spider while she continues powering up. A pitch black mist starts to envelop the sky that she and Spidey are accompanying, making it very hard for Peter to see the death sphere even with his enhanced vision with his powers and his armor. _**"Can you make it out, Hero? Can you see your DEATH?!"**_ She asked him.

Unfortunately for Peter, he can't think of a witty comeback at all in this situation, as he is so stunned on what he should do. Then, right then and there, the grim dark death sphere made by Salem has finished charging up. Not wasting any time, she chucks the dark sun bomb through the mist and straight at the hero.

' _Is he…'_ Glynda starts talking through his comms.

' _He's going to take that thing head-on!'_ Ironwood said.

' _WHAT?!'_ Blake shouted.

' _That blast can't be destroyed! What is he planning?'_ Ozpin asked.

' _SPIDER-MAN!'_ Ruby shouted in his ear.

' _PETER, WHAT ARE YOU DOING?!'_ MJ asked him.

' _GET OUT OF THERE! RUN!'_ Jaune shouted but it was too late. The Dark Chaos Bomb is in Peter's vicinity, forcing him to switch to his Shin Red Joker form so he could catch it and try to slow it down, but even with all this power in his disposal, even at his maximum power after using the power of his Chaos Emerald and the use of his 'Web of Bonds' Semblance, he can't for the life of him hold back the sphere any longer and is eventually swallowed up by it, screaming in excruciating pain while struggling to break free from the inside, but it is no use.

Hel Salem laughs maniacally as her victory seems to finally belong to her after so many years, watching in delight as her most stubborn adversary screams in pain from inside her death ball. _**"YES! SCREAM! LET ME HEAR YOUR AGONY! YOU WILL LOSE YOUR SANITY AND DIE OF TERROR LONG BEFORE YOUR BODY DISENTERGRATES!"**_ She gloated over him.

Inside the dark sphere, where words of encouragement from his friends can't penetrate or can be heard through the dark power, Spider-Man continues to struggle to break free, but nothing he does is making the slightest difference. _"No...This cannot break me…I am beyond this pain…I won't give into this… Aunt May…Mary Jane…Sonic…Ruby…Everyone…I love you too much…I will not let her hurt you…"_ He clenches tightly onto his fists, strengthening his amazing willpower to new heights as he switches back to Black Ace form, _"I! WILL! NOT! LET HER! HURT YOU!"_

 **BGM-Dragon Ball Z Ultimate Tenkaichi OST-Burning Soul**

With the use of the black hole abilities of his Black Ace form, Peter begins absorbing all that negative energy that Salem thrown at him into his own body, rapidly decreasing its size and transforming the sphere into a rampaging black hole hurricane.

Salem is in her most absolute shocked state, in complete disbelief at this unrealistic feat. _**"My death ball! All that negative energy! WHAT'S HE DOING TO IT?!"**_ She shouted.

' _He's absorbing it. Smart thinking.'_ Shadow said through their comms, just as Spider-Man finished absorbing the Dark Chaos Nightmare attack into his body, and showing no ill-effect afterwards, only floating in the sky like the heroic badass that he is.

" _ **HOW?! HOW DID YOU DO THAT?! THAT HAD ENOUGH POWER TO END ALL OF EXISTENCE ENTIRELY!"**_ Salem shouted in incredible disbelief.

" _ **It's over. I can't allow you to harm anyone else!"**_ Spidey said, releasing all his new found power thanks to the generous donation his 'mother' gave him, outrageously outclassing her power while her very own strength is just about finished after that last attack.

" _ **What ARE you? What in the world are you?! After that how could you still be alive? Are you some sort…m-monster…?"**_ Salem stuttered, for once in her life fully succumbed to the fear she so loves to instill on all her enemies.

" _ **I told you before. Nothing will make me forgive you. Your worthless scum."**_ Spider-Man told her.

 **BGM End**

The moment Spidey went into battle position spooked Salem to the core, unconsciously using the ISO Emeralds to teleport back to the world of Remnant to escape the Spider's wrath, but there was one problem, she unknowingly teleported herself to the front of Beacon Academy, where the rest of her enemies are eagerly waiting for her arrival, starting with an axe kick to the head by a certain black hedgehog, knocking her down the destroyed concrete.

 **Remnant, Beacon Academy**

"Running away you coward. And you're supposed to be some 'ultimate evil'."

 **BGM-One Piece Pirate Warriors 3 OST-I'm Going to Surpass You**

She gets up and turns to the source of that insult, which could only belong to that of the one and only Shadow the Hedgehog, _**"You! Stop getting in my way!"**_

While she's distracted, this gives good ol' Ozpin to come out of nowhere and pin her down by the neck with his cane. "It's time I finish what I started!" He said, only for his cane to break thanks to his arch-nemesis, giving the time to grab and punch him across the ground.

"Ozpin!" Glynda shouted to see if he's okay.

" _ **Hahahaha! That was a close one…"**_ Salem said. She infuses pure malevolent darkness into her left arm while looking like an insane Cletus Kasady, but before she could kill the old man for good she is shot in the back thanks to the combined teamwork of Team RWBY, who all four girls grinningly point her to a roaring Shin Black Ace Spider-Man coming out from a portal in the sky and rushing down to finish the job.

" _ **YOU FOOOOOOL!"**_ Spidey shouted, changing the shape of his energy and aura released from both hands into large blue-colored, monstrous man spider-shaped shrouds.

" _ **Damn you! Die in the darkness! SPIDER-MAN!"**_ Salem shouted once last time, shooting unlimited dark magic bolts the size of meteors straight at the roaring webhead, who proceeds retaliate by extending his aura fists forward repeatedly in a blurry, rapid barrage of strong punches, clashing with the dark meteors that she is endlessly pouring onto him. _**"Why can't this fool just give up…?"**_ She asked while she continues to attack him. Then, without warning, she notices Spider-Man's punches start to flare up in red flames, and behind him are the spirits of all of the friends Peter has made bonds with over the years, ranging from those in his school, family life, superhero life, even his friends from alternate dimensions like Sonic's and Ruby's.

" _ **What the…?"**_ Salem is confused and quickly takes a look back at Shadow and Ruby, who are watching still present and watching the fight, not assisting Peter in the slightest. She looks back up only to see all those spirits are gone but the flames of energy still surrounding the hero's fists, leaving her wondering what she saw was real or not.

Eventually, Spider-Man was able to smash through Salem's meteorites and finally get a direct hit to her face, smashing her to the ground, but he's not done yet. He continues to pummel and pin Salem to the ground so hard the entire ground starts to shake, applying more and more pressure that it keeps on forming another set of craters. The sheer force from Peter's punches not only heavily bruises and cause Salem to bleed, his attacks are so relentless and brutal she quickly deforms from her bulky Venom form back to her regular Hel form, then back to her regular symbiote costume, and finally back to having no symbiote at all.

The Spider prepares one final attack, reeling back his right arm while putting all of his energy into one, explosive super punch. Pinned in her crater, a weakened Salem, still not accepting defeat, hatches one last ditch effort to kill the Spider. "Youuu…"She summons all her magic, the power of darkness, enhanced to the maximum by the ISO Emeralds, all into one, last beam attack filled with pure darkness. Once that was done, she fires that humongous beam straight at Peter, all with the intent of finishing him off for good.

"FINISH IT!" Shadow ordered the Spider to win right this instant.

"SPIDER-MAN!" Ozpin shouted.

"DO IIIIIITTT!" All the students of Beacon shouted at Spider-Man to give it everything he's got to win.

" _ **RIGHT! SUPER ARACHNID FIST EXPLODE!"**_ Spider-Man extends his fist greatly, with his energy exploding out in the form of an enormous golden serpentine-shaped Grimm Dragon with all the characteristics of a spider possessing the majestic thing. This arachnid dragon roars like any other dragon before colliding with Salem's last dark attack. It was then Spider-Man, and the surprise spirit of his beloved Uncle Ben floating next to him, turn to unleash a booming roar and smash through the darkness, leaving a traumatized Salem face-to-face with the roaring arachnid dragon.

" _How could this be…!? I have done everything…! Is this…Is this the power of a bond…? It…cannot…be…"_ Her last words that she thought in her mind with extreme silent disbelief, ending with the golden dragon swallowing her up a whole and explode from direct impact with the ground, forming a gigantic explosion the size of a nuclear bomb that blows everyone in the vicinity away with its wind currents alone, and seemingly, destroying the wicked Salem of Remnant out of existence once and for all.

 **BGM End**

 **BGM-Spider-Man: Web of Shadows OST-Mission Accomplished 2**

In the air above the massive crater in front of the school, Spider-Man in his Black Ace form crosses his arms and flaunt his energy wings outward to look like a badass. _**"That's the end of your idle talk and my cursed past, Salem. If there's anyone to blame, blame your own miserable fate."**_ Spider-Man finished his victorious, winning quote, repeating a line that Salem once told him at the end of their first battle on Earth.

 **BGM End**

 **BGM-Shadow the Hedgehog OST-Finale**

The victorious Spidey lands down to the gigantic crater he created during the fight, where he spots the ISO Emeralds splattered around and no longer in Salem's possession. He powers down back to his normal Iron Spider mode, kneeling on one knee since he's incredibly exhausted after using so much energy. He pants heavily, but only for a moment when he hears his name being called by his friends running towards him.

"Spider-Man! You did it! You beaten Salem!" Ruby ran up to the webhead and gives him a hug, only for that simple hug to hurt him greatly. "Hehe. Sorry."

"Man, Pete, you sure know how to put on quite a show!" Yang said as he gets up.

"I'll say." MJ said with a smile.

"Are you okay?" Blake asked him in concern for his health.

"Of course he is. You should know better than that." Weiss responded.

"Peter, I honestly can't thank you enough for all you just did." Ozpin said with a smile on his face as well.

" **Hey, don't mention it. It comes with the job."** Peter told him while giving Shadow back his chaos emerald.

"Right, now how are you gonna pay for all the property damage done to the school?" Glynda asked him, looking at all the destruction and damage that transpired during the course of this long battle.

" **It was either the school or the world. Choose your pick."** Spidey said.

"Eh, fair enough."

 **BGM End**

"Well done, Spider-Man, for a glorious and splendid battle." A sudden Madame Web appears right beside the heroes to congratulate Peter's success.

" **But we're not done yet, are we?"** Spidey asked her.

"Unfortunately." She answered.

Spidey shrugged, **"Figures."**

"Wait, we're not?" Nora asked on what else they have to do.

"No," Ironwood answered her. "We still have symbiotes still invading our worlds. If this keeps up, everything will be consumed by them."

"B-But, Salem's gone. Why are symbiotes still invading the planet?" Jaune asked the general.

" **Because she left one last gift to torment us with."** Spidey told him.

"And that is…?" Ren waits for an answer from the web-slinger.

" **She transformed the symbiote homeworld into one planet-sized factory hive-mind, endlessly producing a symbiote army that's more than capable of finishing the job of taking over our dimensions."** Spidey informed them of what he saw and what Salem told him back on the Klyntar planet.

"As long as that planet is in our orbit, this invasion will never be over." Pyrrha said, now understanding the current situation.

"So what should we do?" Weiss asked on the game plan to end this madness once and for all.

"Ooo! How about we use the ISO Emeralds to teleport the planet back to its original section of the galaxy?" Ruby quickly thought of that plan with great enthusiasm.

"I'm afraid that isn't an option." Madame Web responded to her plan.

"Why not?" Ruby asked with a confused face.

"Putting the planet back in its original corner of the universe won't stop them from invading other worlds before eventually coming back to finish the job here. We have to put an end to this madness here and now." Shadow finally spoke up to answer the little rose girl.

"So Shadow, what do you have in mind?" Ozpin asked the special G.U.N. agent.

The black hedgehog turns his attention over to Spider-Man. "Spider-Man, if I'm not mistaken, the symbiote homeworld is currently co-existing in all three planes of our reality, correct?" He asked the heroic spider.

Spidey nodded, **"Yeah. That's what she used Chaos Control for. To make the job of invading our worlds much easier and efficient."**

"Good. We can use this to our advantage. Let's head over to the Space Colony ARK and use the Eclipse Cannon." Shadow said with a plan in mind.

"Space Colony ARK?" Ironwood wonders what that is.

"Eclipse Cannon?" Glynda wonders what this cannon is and its capabilities, all while everyone else but Spidey and Madame Web look confused and lost, having no idea what he just said.

" **I see. The same weapon that destroyed half of your world's moon, huh? I see where this is going."** Spidey said, understanding Shadow's plan.

"The Eclipse Cannon was made to destroy the Black Arms and their Black Comet. We can use that same weapon to destroy the symbiotes and their planet hive. If my theory is correct, if we destroy the symbiote planet that's existing in my world, the other two should be destroyed as well." Shadow said.

" **Understood. A little extreme, but completely understandable."** Spidey said.

"Uh guys, care to tell us what you're talking about, 'cause we're completely lost on what this 'Space Colony' and 'Eclipse Cannon' is all about?" Yang asked, sharing the other's sentiments and confusion.

" **What? Seriously? Sonic hasn't told you about that adventure yet?"** Spidey asked them, a little surprised they are uninformed of some of Sonic's most extreme adventures on his world.

"Uh, no." Weiss responded with an annoyed look.

"Well he told me but not everything." MJ said, remembering an earlier conversation she had with Sonic after he and Spidey first teamed-up to take down Eggman and Octavius.

 **BGM-Sonic Adventure 2 OST-3 Black Noises**

"Hmph. Fine. I'll tell you, but I'll keep it brief." Shadow prompts Peter to show them a hologram of the Space Colony ARK from his gauntlets so he could properly explain what the origins of the space station and its dark secrets. "50 years ago is when the first space colony on my world was created by mankind, codenamed 'ARK', where the top scientists at the time made all their research and experiments, with one of them standing out from the rest. That person was Professor Gerald Robotnik, Dr. Eggman's late grandfather and my creator," He said, with Spidey showing them an image of what the late scientist looked like as he continues with his story. "He was the brilliant genius behind many projects, ranging from creation of the Artificial Chaos to extensive experiments on an ancient robot called the Gizord. But, his greatest achievement and his most dangerous weapon of all, was the Eclipse Cannon, a weapon capable of piercing the stars and destroying an entire planet into space dust."

The sudden shock of hearing about a superweapon capable of destroying planets shook the heroes of Remnant down to their very core, horrified that a weapon like that actually exists.

"A weapon capable of destroying a planet?! That sounds like the same weapon Goblin created on our moon recently! And you're saying it's still active and constantly pointing down on your planet?!" Glynda asked, wide-eyed.

"Calm down. The Eclipse Cannon only works when you insert all seven chaos emeralds." Shadow told them.

"But we don't have all seven emeralds." Ruby reminded the black hedgehog.

Shadow kneels down to pick up a red ISO Emerald from the ground and shows it to the others. "We can still use these. The ISO Emeralds are essentially upgraded versions of the Chaos Emeralds. They are suitable enough to activate the Eclipse Cannon."

"But, are you sure? Do we really have to destroy the planet of an entire alien race? That's mass genocide." Blake said, thinking that this is a little too much and extreme for them to move forward.

"I'll admit. Even I think that's a little over extreme." Ironwood admitted.

"Do you have a better idea?" Shadow glared at the cat faunus.

"N-No..." Blake responded, then putting on a sad face, that is until Peter put his hand on her shoulder to comfort her.

 **BGM End**

" **Listen. I don't like the idea of killing an entire civilization just as much as you do, but…he's right. These symbiotes aren't just aliens. They're monsters. Monsters that are a constant threat to all reality. If we don't do something about them now, this and many other worlds will forever be in constant danger, and there's no telling someone like Salem would come and use their power again. We have to prevent that, even if we have to go over the edge of our morals to do so. It's the only way to protect the people we love."** Peter said, sounding serious and mature with his little speech of comfort.

Blake takes a moment before she smiles and looks at Peter with a smirk, "You scare me whenever you make sense."

 **BGM-Sonic Adventure 2 OST-SA2 (Ver. C)**

" **Don't I always?"** He joked. Peter's heart starts to communicate with the ISO Emeralds, causing them to glow and ascend into the air and come to his stead. **"Alright! We don't have much time! This is our last chance! I'm going to use Chaos Control to teleport the planet close enough to the ARK! Shadow, in the meantime, I want you to prep the ARK's systems ready to fire the cannon once I'm done!"**

"Stop acting like that blue hedgehog if you think you can order me around." Shadow said to the Spider.

" **What can I say, he's infectious. Then again, people have said the same thing about me in recent years. I guess we have that in common."** Spidey joked.

Shadow chuckled, "Fine. I'll contact the G.U.N. commander for authorization use of the Eclipse Cannon. Assuming he hasn't been infected at this point."

With the use of his Webware, Shadow opens a portal to the Space Colony ARK in his dimension, but before he and Spidey could enter it, Ruby stops them with her voice. "Wait!" She said, catching the two heroes' attention. "Can we come too? Please! I want to see what this space colony looks like, and maybe fire the Eclipse Cannon myself."

The hedgehog and the Spider exchange looks, with Peter giving a shrug to let them come along, resulting in Shadow begrudgingly sighing in acceptance. "Fine. You all can come. But do something stupid and I won't hesitate to kill you, got it?" He threatened his allies, scaring them because they can't tell if he's joking or actually being serious.

"Y-Yes, sir!" Team RWBY and Team JNPR, as well as MJ, formally saluted to the special agent before they all enter the portal to the Mobius dimension.

 **BGM End**

* * *

 **Mobius' Orbit**

 **BGM-Shadow the Hedgehog OST-The Messiah**

Stationed in the orbit of the invaded planet Mobius is the Space Colony ARK, marking an incredible resemblance to Gerald Robotnik's face. And, on the other side of Mobius' orbit is the planet Klyntar, where billions of mindless symbiotes are still invading the world and infecting all life on the planet.

Spider-Man, back in his Shin Black Ace form, teleports himself outside of Klyntar's orbit, with all seven ISO Emeralds rotating around his body. _"So, only this one is left…"_ He said to his inner thoughts. He activates "Speed Break" and quickly flies to the center of the symbiote world, putting his hand against the corrupted ground. _"My abominable past, get lost and disappear! Chaos…CONTROL!"_

With the power of the ISO Emeralds, Spider-Man teleports the monstrous world close enough to the ARK so it could get blasted. He then teleports himself into the Eclipse Cannon's main control room, where Shadow, MJ, Team RWBY and Team JNPR are waiting for him. While Shadow is inputting the code and their target, Spidey mentally inserts the ISO Emeralds into the central mechanism of the entire room. As the last emerald is inserted, all the emeralds start to glow and give their power to the Eclipse Cannon, where Shadows sees it has reached 100% and is ready to fire.

" _ **ISO Emeralds inserted. Shadow, are we ready?"**_ Spidey asked the black hedgehog.

The black hedgehog was successful in warming up the systems and get them ready to fire. "Ready. Miss Rose, would you like to do the honors?" He asked Ruby who is standing in front of the big red button that activates the cannon.

"Hehe. You bet," She said before gleefully rubbing her hands. "Oh boy! I get to operate the biggest weapon in the entire universe! Now Eclipse Cannon, FIRE!" She slams her right fist to the button and watch the pop up screen with her friends to see the Eclipse Cannon powering up. Large amounts of frightening purple energy start to form on the very tip of the cannon itself, targeting at the Klyntar planet not far from it. After a few more seconds of powering up, the Eclipse Cannon fires a gigantic beam at the corrupted planet's core, and in just an instant, Klyntar and all its inhabitants are blown to smithereens and turn into itsy bitsy space dust. And with it destroyed in Mobius, the other two from Earth and Remnant respectively are blown up at the same time, leaving no trace of anymore symbiotes invading the planet.

 **BGM End**

"We have achieved 100% neutralization of the Klyntar planet. Universal threat has been diverted." Shadow informed his allies from what he's seeing from the computer.

"AHA! Yeah!" The students clapped their hands together for a job well done. They then receive video calls from the ARK's pop-up screens coming from Professor Ozpin from Remnant, Black Widow from Earth, and the G.U.N. commander from Mobius.

" _Good job, students. We can confirm we no longer see the plant in our world's orbit."_ Ozpin told the kids.

" _Same here on Earth, professor. The symbiote invasion has been halted."_ Black Widow told them.

" _Well done, everyone, but I have to ask how we're going to deal with the symbiotes that have already invaded the planet?"_ The G.U.N. Commander asked the heroes.

"What? You mean they aren't destroyed? But I thought once we destroyed the central hive, the other symbiotes would die without killing their hosts?" Pyrrha said.

"Then that must mean at the last second, the symbiotes transferred their hive-mind to another. The question is, who?" Shadow wonders. As everyone thinks on who is in control of the symbiote hive-mind, Spider-Man gets a strange sensation coming from Earth. "What's wrong, Spider-Man? Sense something?" Shadow asked him.

" _ **Yeah. I think I might've found the source. You guys stay here. I'll take care of it."**_ Spidey said, taking the ISO Emeralds and teleports himself back to Earth to deal with the hive-mind.

* * *

 **Earth, Above New York City**

Somewhere on the partially destroyed Helicarrier thanks to the intense battle between Toxin and his grandfather, a very, very, very weakened Salem, who somehow survived her battle against Spider-Man and found herself back on Earth, is lying on the floor and close to death. Depowered and with the loss of an arm and a leg, not to mention bruised, bloody, and still possessing the scar Spidey gave her eyes, she lies there in shame and completely defenseless, looking pretty dead when Spider-Man finds her after he arrived.

" _ **Hmph. You really are a stubborn fool. I'm guessing you used Chaos Control at the last second to escape, but it would seem you were too late in saving some parts of your body,"**_ He said to the seemingly dead dark witch of Remnant. _**"And I've forgot to mention an after effect when using the ISO Emeralds to transform. The moment you de-power yourself, you're remaining energy is burnt-out, leaving you completely defenseless for about a week or so. A counter-measure Tony Stark and Reed Richards implemented when they created these in case they get stolen, kind of like what you did."**_ He continued to talk to the dead witch, not knowing if she could still hear him or not.

A big storm is formed in the clouds, with red lightning repeatedly cackling down from the skies above the city, all while Peter continues to talk down to the beaten Salem. _**"Honestly, you had this coming, but I've got to say though, I never expected you to fall so hard."**_ He said, making Salem cough out more blood in her incredibly fatal state, and could actually die any second now. _**"Anyways, I'm not here for you, I have other business to take care. In the meantime, you could lie there and think about your reckless actions until this ship turns into kingdom come, with you along for the ride."**_

Peter walks away from Salem's defeated body so he could go out and help Toxin. Salem continues to struggle to keep her consciousness straight, repeatedly coughing out blood all over her side until she finally gets a few words out, words that Spider-Man or anyone else would actually hear from her, "Please…help me…I beg of you…"

Hearing those seven surprising words coming out from her mouth causes Spider-Man to stop walking and standstill, but not turning his body around. "Don't…Don't leave in this pathetic state like this…Kill me…Finish me…I have no reason to continue living anymore…" She said, which causes Peter's blood to boil up a storm, hesitant but very angry that she has the nerve for begging for his help. "Please…I'm begging you…Grant me this one last wish…End me…You have to…YOU…HAVE…TO…"

Spider-Man snarls, clenching his fist through rage. _**"Is this your idea of mercy? Begging for my help to kill you,"**_ He finally turns his body around so he could give Salem a stern talking. _**"How many? HOW MANY PEOPLE HAVE BEGGED YOU FOR MERCY?! HUNDREDS?! THOUSANDS?! What expects you the right to get any?! ESPECIALLY FROM ME?!"**_

"You…please…I…beg…you…" Salem told him, almost on the verge of tearing up.

Spidey thinks to himself for a moment, wondering about his options: Save the life of the world's greatest threat, or kill her himself, ending her existence once and for all. This last choice he makes today could impact future events if the right care isn't taken. And even though he did try to kill her a few minutes ago, killing her in her weakened state in cold blood is too much even for him to handle, but he also knows if she isn't stopped now, countless others would continue to suffer.

" _ **Damn it…"**_ Peter quietly said to himself. He powers up a ball of energy in his right hand and directs it at Salem. He fires it at her, but instead of actually killing her he does the opposite, he revives her, giving her enough energy to breath properly. _**"There, I've given you some of my energy. Just enough so you would look less pathetic when I send you to the authorities, but that's all you get. You should know by now I'm no killer, but let this serve as an eternal reminder that I could've finished you right here and now. There are some fates far worse than death, and you're experiencing one right now."**_

"The symbiote…I could still feel it inside of me…The entire symbiote force is already on our worlds…It's too late to stop them…" Salem weakly told Peter. From what it seems, she has bonded with the symbiote for so long some of it has permanently bonded with her, completely rewriting her DNA to have symbiote genes for all of eternity.

 **BGM-Shadow the Hedgehog OST-Hero Ending**

" _ **First off, your symbiote means crap when you're going to super jail. And secondly, yeah, I don't think it's too late to stop a few trillion symbiotes. Once we're done with them, I'm taking you to the Negative Zone so you won't be a bother to anyone ever again. Heck, if you want, you can share a cell with Osborn too. I hear he's in need of company. And if you ever think about breaking out, I'll be happy to put you back in your place again and again."**_ Spidey told her.

Salem coughs another splat of blood to the floor before talking again, "You think you've won…You think you're better than me, Parker…My blood still flows through your veins…You will never be free from your past…"

" _ **I AM freed from my past because I now know, and forever know, who I am and what I'm here for. I'm not just Peter Parker. I'm also Spider-Man. I've been given amazing gifts and promised to use them for good. Whether they're from the light or the darkness, I will forever use them as a hero to vanquish those that disturb the peace. That is my answer, and THAT'S who I am! Unfortunately for you, you are forever a crazy megalomania! Sorry about that!"**_ He said before knocking out Salem with a karate chop to her neck, rendering her unconscious for a really long while.

 **BGM End**

He deforms back to his normal form and attaches the beaten witch to his back before he could call Shadow about the news. "Shadow, this is Spidey. Apparently, Salem's still alive, but she's beaten, for good."He told him through his ear piece.

' _Is she dead?'_ Shadow asked him.

"The only thing dead about her are her pride and her will to fight. She won't be a threat to anyone anymore." Spidey informed him.

' _And what about the hive-mind? If she's not controlling the symbiotes, then who?'_ He asked.

"Venom. This entire ordeal started with a piece of the Venom symbiote. He's also the one that called the Klyntar planet to invade our worlds. If we could stop him, then we can stop this invasion once and for all!" Spidey told him.

' _Good. Hurry. The symbiotes are almost done consuming our worlds entirely.'_ Shadow hurried him up to complete the mission or their worlds is lost forever.

"Understood. I'm gonna see how Cinder's doing. Hopefully she's already beaten him for me 'cause I am extremely exhausted and I want to go home." Peter turns off his comms and web swings to meet up with his symbiote partner, Toxin.

* * *

 **BGM-Spider-Man: Web of Shadows OST-Final Boss**

The long, climatic battle two great symbiote warriors is finally about to close, or so what Toxin likes to think. Having lost her Blazing Apollo form and rapidly losing energy, and fast, she repeatedly fires an armada of energy fire balls right at the gigantic Venom monster, bringing everything she has to kill the stubborn thing.

" _ **WHY? WON'T? YOU? STAY? DOWN?"**_ She shouted while she continues to attack him, but barely gets him to move an inch from the edge of the Helicarrier. Almost depowered, she changes tactics, turning to a cannon close enough for her to use. _**"Moon Knight, are you still alive? Activate the ship's main guns and hurry it up!"**_ She asked Moon Knight through her comms.

' _Understood.'_ Moon Knight answered, revealing to be alive after Salem's earlier ambush.

Cinder attaches a web strand to one of the cannons and reels it into battle position, directing itself right towards the giant symbiote beast. _**"NOW! FIRE! FIRE!"**_ She commanded MK to activate the gun, using it to unleash a giant shot at the big beast, but only succeeds in dazing it and almost blast it off the ship entirely.

' _TOXIN! We must find a way to shatter him into individual symbiotes!'_ Moon Knight told her.

" _ **How?!"**_ She asked.

 **BGM End**

"Nice trick, but not staying down. You sure you know what you're doing?"

Toxin turns around to see Spider-Man land right next to her to greet her. _**"Spider-Man…!"**_ She then sees an unconscious Salem stuck to his back. _**"And Salem?"**_ She asked in confusion. _**"Is she…"**_

"Unconscious? Pretty much. Don't expect her to wake up anytime soon. In the meantime, I'm nice enough to let her drool all over my costume. But that's enough joking around. What's going on with Venom, because we don't have a lot of time until everything in our universes becomes an eternal dessert for these things?" Spidey asked her.

" _ **Venom is really starting to get on my nerves. All those symbiotes he absorbed have made him completely stubborn and as durable as vibranium. All of my attacks are useless and I'm getting weaker fast."**_ Toxin informed the Spider of what she's been dealing with all this while.

"I caught what Moon Knight said. The only way we can stop him and the symbiotes is by shattering him, but how do we do that? Even with the emeralds I have, I don't think it'll be enough to accomplish the job." Spidey said.

After spending a quick moment of thinking, Cinder thinks of an idea that might save all their lives. _**"Wait! I think I have a plan. We can get some help from the inside."**_ She told him.

"From the inside?" Spidey wonders what she means by that.

" _ **I saw Eddie, alive, inside that symbiote when I was temporarily absorbed by it. We just have to encourage him to regain control over his body and put an end to the symbiotes for good."**_ Toxin told him.

"Sounds like a great plan. Let me do the talking. Bro-to-bro. He'll recognize me in an instant." Spidey said.

" _ **That's true. He hates you the most."**_ Toxin said with snarkiness in her voice.

Spidey doesn't even respond to her little joke, only looks at her for a good second before sighing and turning back at the monstrous attention at hand, cupping his hands on his mouth to help get his voice across to Eddie's heart. "BROCK! EDDIE! EDDIE! I WANT TO TALK TO YOU! THE REAL VENOM!"

 **BGM-Spider-Man: Web of Shadows OST-Final Boss 3**

Hearing the voice of his most hated enemy, the monstrous Venom lunges and roars from the edge of the ship and lands on the grounds of where Spidey and Toxin are standing on. They quickly leap to the top of the ship gun, narrowly dodging Venom's big teeth and mouth before they could get eaten. _**"WE DO NOT LISTEN TO BROCK!"**_ He said, completely towering over the two web-warriors with his massive height and size, growling once again at the heroes to scare them.

"Come on, Eddie! Look at what you have become! All that has suffered because of you!" Spidey said in hopes it would reach the real Eddie Brock dug deep inside that thick, icky suit.

" _ **You're a hero, Eddie! No hero should attack the innocents he once swore to protect!"**_ Toxin added.

The symbiote/grimm monstrosity slams its big fist to the cannon, narrowly missing the heroes as they swing toward another part of the ship and slithers after them since he has no legs. The two webhead land on the edge of one of the ship's engines and barely got their act together before they could get sliced up in there. The knocked out Salem also almost gets shredded into pieces if Peter didn't save her at the last second. "I may hate your guts, but that doesn't mean I want to see them!" He joked. Both he and Toxin notice Venom has arrived and almost killed them if they didn't web zip to the top of the ship to avoid their doom.

They land and stick onto the top wall of the ship. _**"Brock! We're over here!"**_ Toxin taunted him.

"C'mon Eddie! You want me? I'm right here! COME GET ME!" Spidey also joined in on the taunting.

As they hear the thunderous movement of the Venomzilla coming right for them, the two of them notice a weaken Venom, that is attached by a strand to the big beast trying to control him, crawling up to the wall they're sticking onto while slowly breaking free and regaining control over himself.

" _ **Eddie! You're okay! You're alive!"**_ Cinder said, happy to see her dearest friend still okay and kicking.

" _ **Parker…Cinder…I'm…going…to…"**_ Venom starts talking very weakly, with Venomzilla slowly catching up to them.

"WHAT?! DESTROY EVERY INNOCENT LIFE ON OUR WORLDS?!" Spidey shouted.

" _ **I…can't…STOP IT!"**_ Venom replied, just in time for his monster self to completely catch up with his foes and grab them, only for them to narrowly escape once again and land on the very tippy top of the ship, with Venomzilla reaching them not long.

' _Spider-Man! We're running out of time! There's too many of them!'_ Ozpin informed him through their comms, sounding like he and his school are about to be overwhelmed with symbiotes, with the same thing happening all across the three dimensions.

A weakened Venom lands on the narrow walkway on top of the ship, looking very weak and could barely stand. _**"So tired…Help…me…"**_ He calls out for help from his friends.

Spidey lands on the walkway to help Brock while Toxin distracts Venomzilla for a short while. "TAKE MY HAND!" He brings out his right hand and tries to grab Eddie's, but the chaos and the explosions on the ship is making it impossible for him to reach it.

 **BGM End**

"Come on, Eddie! Bro! You have to destroy the symbiotes! You're the only one that can! Otherwise, everyone is DOOMED!" Spidey shouted while unintentionally summoning the seven ISO Emeralds around his body, probably because they are responding to both his and Venom's thoughts, which seems to give Eddie an idea.

" _ **I can't…get rid of them…like this…!"**_ Venom told Peter.

"What're doing?!" Spidey asked him.

" _ **Get out of here, Parker!"**_ Venom uppercuts Spidey off the walkway and takes the ISO Emeralds, leaving the classic webhead to save himself by web swinging to safety on the exploding ship.

" _ **What the…"**_ Toxin saw what Eddie did and jumps down to meet him, taking off her mask so she could talk to him with her real face. "Eddie, what're doing?" She asked him.

" _ **We are the central hive-mind of these invaders. With the ISO Emeralds, I will purge them from all the dimensions with a powerful psychic roar, destroying them completely without killing their hosts. But I'll need a great deal of pain to accomplish it."**_ Venom explained to Cinder. He attaches a tendril deep into Venomzilla and pulls out an unconscious Cletus Kasady without his symbiote. _**"Go, and take this moron back to his comfort home in prison! I will end things here once and for all!"**_

"Eddie…you're not…" Cinder talks to him with great concern, having a very good guess on what Eddie plans to do.

" _ **This is all my fault. My selfish desire for control have hurt so many innocent people. I must make things right once again. Promise me that one day you will beat the Spider. I know you can. But until then, watch over my little brother for me, and follow your own path in life."**_ Venom sincerely told his best friend.

"F-Fine, but Eddie-?" Cinder's words are temporarily interrupted when Venom deforms his face to show Eddie's and kisses her in the lips, catching her completely off guard from that.

"I'm sorry things turned out this way, but I'll always love you, Cinder." Eddie said, and with a mighty grab to her arm, he throws her and Cletus off the walkway and gets ready for his heroic sacrifice.

* * *

 **Mobius, Aboard the Space Colony ARK main room area**

Shadow and the kids that followed him to his dimension are seen at the main room of the giant space colony, watching a live video feed of Earth. They all watch as they notice Venom on the Helicarrier shooting a tendril deep into one of the ship's engines and begins crawling on it.

"Wait, what's Brock doing?" MJ asked her friends on Eddie's intended goal.

"It would seem that Venom is going to sacrifice himself to stop the symbiotes." Shadow answered her, which shocks them all that Brock is intending on suicide to stop the invasion.

"Sacrifice?! Didn't Madame Web said something about a 'great sacrifice' to save the world?!" Yang asked her friends.

"I'm afraid so." Blake answered with a sad face.

"NO! That can't be the only way! Let me talk to Venom!" Ruby said, using her Webware to hopefully get in touch with Brock before he makes the biggest mistake of his entire life.

* * *

 **Back on Earth**

 **BGM-Dragon Ball Z Kai- Vegeta's Sacrifice/Respect (Unreleased Rip)**

Back to the exploding Helicarrier, Venom has begun his suicidal crawl towards the ship engine to save everyone in all dimensions. As he's in the middle of crawling on his last web, he hears the voice of Ruby Rose in his voice. _'Venom! Mr. Brock! Can you hear me? We know what you're going to do, but please re-consider your options! There must be another way without killing yourself!'_ She told him to think of an alternative solution.

" _ **You…You are that little girl from before,"**_ Eddie recognized Ruby's voice while he continues his sacrificial crawl. _ **"I'm sorry I've caused your friends so much pain. I've always wanted to be a hero like you and the bug, but I could never seem to get it right. Leave me this one chance to be the hero I've always wanted to be."**_ Venom said, sounding very wise with his words.

' _But…Mr. Brock…'_ Ruby starts sniffing and tearing up from the other dimension.

Venom's self-sacrificing crawl is temporarily halted when the humongous Venomzilla behind him tries to stop him from continuing, but with the use of the ISO Emeralds and with his willpower, Brock resisted the symbiote's control and moved on to his death, powering himself up with a golden light, intending on blowing himself up along with the inter-dimensional symbiote invaders with the emerald's power. _**"That's right…My flesh…My mind…My heart…Time to die…like a man…"**_ Were Eddie's final words as he approaches the engine and hitting critical mass with his body. Venomzilla, as well as the trillions of symbiotes invading all three dimensions, all let out a loud scream of pain simultaneously when they sensed the hive-mind going absolutely crazy with excruciating pain and agony and can't contain the ever-increasing negative emotions flowing through the hive-mind, until finally, Venom falls into the engine and explodes, killing himself and all the symbiotes connected through the hive-mind, freeing the countless human hosts they have infected during this entire invasion.

 **BGM End**

Those watching from the Space Colony were left with tears, except for Shadow of course, but he definitely respected Eddie's decision and silently mourns for him deep within his heart, despite barely knowing him.

On the Helicarrier, which is about to explode and crashing towards the Hudson River at any moment, Spider-Man and a heavily depressed Toxin desperately try to find a way to escape while holding a knocked out Salem and an unconscious Cletus Kasady respectively.

"C'mon! We gotta move! We gotta move!" Spidey said, with him and Cinder barely avoiding all the explosions and debris falling down on them.

As they approach the edge of the ship, they are greeted by Moon Knight's own ship, with three surprise guests accompanying him inside, _"Cinder! Spidey! Get on!"_

"Emerald?!" Cinder recognizes that voice from anywhere.

" _And me! Now get on!"_ A surprise Mercury got their attention too.

The two web-warriors and their unconscious enemies hop to the top of Moon Knight's ship and prepare themselves for takeoff. _"Moon Knight! Hit it!"_ Ilia said to Moon Knight piloting the ship next to her.

" _HOLD ON!"_ Moon Knight said as he turns the ship and flies full speed back to the city.

Spider-Man and Cinder look back to the exploding Helicarrier and sees the giant Venomzilla roaring in pain and agony with no way of escaping its inevitable death. "Eddie…" Peter said silently as he senses the ship crashing down to Hudson River and ready to explode a big one. "EDDIIIIIIIIIEEEEE!" He yelled, just as the Helicarrier crashes and blows up, destroying the last symbiote, and Eddie along with it.

The victorious heroes land on the docks next to the Hudson River, and while Moon Knight gets Kasady and Salem ready to be departed for prison, Ilia, Mercury, and Emerald watch a silently grieving Spider-Man and Cinder behind their backs, with those two looking out to the vast ocean with complete silence.

" _I…I don't sense granddad's life-force."_ The Toxin symbiote told both Peter and Toxin.

" _Same here."_ Ero told them. Peter's eyes catch a glance of what appears to be the ISO Emeralds sitting right next to him after somehow being teleported to his feet. He picks one up and wonders if Eddie managed to escape in time. _"I know what you're thinking, and I'm sorry, but Brock was fully intent on sacrificing himself to save all of mankind. He had no intentions of leaving there alive."_

Those words hurt Cinder to the core and gets her to tear up greatly, with Spider-Man hugging her so she could cry all she wants, as loudly as she needs to. Peter doesn't even have any comforting words to tell her, as he's also deeply sadden by the person he seen for years as his big brother since their childhood die to protect all those he loved so greatly.

* * *

 **A few weeks later…**

It took a few weeks, especially with the 'geniuses' of S.H.I.E.L.D. blowing up all the bridges and tunnels, but life came back to New York, along with the rest of the world. Even Remnant and Mobius came back to life after everyone worked together. All the Huntsmen Academies were fully rebuilt, with Beacon having special statues of both Spider-Man and Venom made to remind the students of who saved them from the symbiote invasion, and hopefully learn a thing or two from them.

Thanks to their amazing efforts during this recent inter-dimension alien debacle, Captain America, with approval from S.H.I.E.L.D.'s Nick Fury, the G.U.N. Commander from Mobius, and the Atlesian Military's James Ironwood, formed a new team of Black Ops Avengers called the "Secret Avengers", consisting of: Shadow and his team (Rogue the Bat and E-123 Omega), Winter Schnee, The Branwen twins, Qrow and Raven, Wolverine, Luke Cage (who also convinced his pal Iron Fist to join), Moon Knight, and lastly Black Widow appointed as Team leader. Initially, Shadow and Raven were going to decline, but after a 'little' teasing from Spider-Man and Sonic the Hedgehog about how they might not be able to handle the stress, they joined the team, but not before beating some sense into the red-and-blue numbskulls.

With all the worlds almost rebuilt and fully healed after the invasion, there was just one last thing left to do: attend the funeral of the world's greatest hero.

 **Manhattan Cemetery**

At a peaceful, but quiet cemetery somewhere on the outskirts of Manhattan, the biggest superhero funeral is currently taking place. Hundreds of heroes from the three dimensions attend the funeral of Edward "Eddie" Charles Allan Brock, the man who sacrificed his own life to save the lives of countless millions in each universe. Heroes ranging from the Avengers to the Fantastic Four. Team Sonic to Team Dark. The many Huntsmen from each Huntsmen Academy show up to attend this sad funeral. Even Cinder and her team were allowed to attend the funeral since they played a big part in saving their worlds, and because Eddie was their friend and wants to be there to bury his casket.

After the funeral was over and Eddie's tombstone was placed, almost everyone has already left, everyone except for Cinder, who places a red rose next to his tombstone before silently leaving the premises, with Peter watching her next to a tree.

He senses his friends, Team RWBY, approaching him, along with Sonic and Tails, but he's a little depressed to turn his head around to look at them. Understandably so.

"In the end, I couldn't fulfill Eddie's last wish." Peter told his friends as he continues to stare at Eddie's grave from afar. "I promised I would be the one to end him if he ever went out of control, but even still I…I couldn't bring myself to end or Salem. Some friend I am."

"I'm sure Eddie suspected you wouldn't have it in you to kill him, even if you did promise him that. That's probably why he sacrificed himself in the first place." Ruby said to her 'big brother'.

"Eddie was definitely the better hero this time. Perhaps the greatest hero our world ever had. In the end, he found his own way to conquer and use his darkness to save the lives of countless innocents. It's not gonna be the same without my big bro being there for me, even though that meant trying to kill me repeatedly." Peter said to them.

"Yup. Things are definitely gonna be pretty boring without your number one fan coming for your head constantly." Sonic said all laid-back and his hands behind his head.

Peter chuckled, "Yeah."

"So Pete, how does it feel about being the first 'Son of Salem'? You're not going to turn on us, are you?" Yang playfully teased her boyfriend.

"Don't worry. My radioactive blood is keeping her genes under wraps, so you don't have to worry about my skin turning ugly white or having a questionable hairdo anytime soon. But this does allow me to do stuff like this." Peter said, using Salem's blood that's inside him to create and summon a small and adorable Grimm puppy, getting an awe from everyone except from Blake when it barks adorably and licks Ruby's face.

"Hahaha! Hey, quit it!" Ruby said but doesn't really mean that.

"Get that thing away from me." A scared Blake said while hiding behind Peter's back.

"Why? You're seriously not scared of a little Grimm like that, are you?" Peter asked, forgetting about Blake's fear of dogs because of her cat-like nature as a faunus.

"No, I am not!" Blake retorted with a shout.

"Well you're acting like you are." Weiss said.

"Shut up!" Blake shouted at her, causing everyone to chuckle at her embarrassed state while Peter snaps the Grimm puppy out of existence.

"Man, I don't know which was worse, Pete: You turning into a symbiote monster, or me turning into a Werehog? I'll have to go with symbiote monster." Sonic said to Peter.

"At least I wasn't growing fur all over my body." Peter said to him with a smug smirk on his face.

"At least I was in control over myself." Sonic retorted with his own smug smirk, angering Peter.

"What was in control: Your form or your ego?" Tails joked with his hedgehog pal, angering Sonic and getting a laugh from Peter and the girls.

"And let's not forget you also transformed into a goblin temporarily and turned into a symbiote himself while you were asleep." Yang said, acting all smug to the hedgehog when they learned he was actually asleep when the symbiote invasion happened, which explains how Sonic was so easily captured and transformed by them.

"I was really tired, okay!" Sonic shouted back at her, getting everyone to laugh once more.

While they are laughing, Peter notice Raven walking up to him and his friends. "Oh, hey Rave. So how does it feel being an Avenger?" He asked the Killer Huntsmen tribe leader, now Avenger.

"It's…weird. Being a part of a team of costumed-powered freaks that are more dangerous than my entire tribe put together. But anyway, I want to apologize for the things I said during that whole mess a few weeks ago." Raven said with a sad face, still feeling really guilty and disturbed for what happened when she was infected with the symbiote and fought Spider-Man.

"Hey, don't be sad. That's all in the past, so you can stop worrying about that now. Heck, if it wasn't for you, I would've never conquered my own darkness, so thanks birdie." Peter said, getting her to smile.

"Stop calling me that." She replied, but still has the smile on her face, now used to Peter nicknaming her after birds.

"Hehe. I also need to thank a certain, grumpy hedgehog. If it wasn't for him, we wouldn't be here, but it would seem he's already gone." Peter said, laying his hands on the back on his head.

"Shadow's never been the social type, nor the kind and gentle type." Sonic told him. "Anyways, me and Tails are gone, so see ya!" He said, with him and Tails heading back to Mobius.

"Same here! See ya during summer vacation, Peter!" Ruby shouted as she and the rest of Team RWBY head back to their dimension.

"So what now?" Raven asked Parker.

"I have to go meet with another friend. I'll see ya soon!" Peter said as he puts on his costume and swings back to the city to meet with one he considers a friend.

* * *

Sitting on the edge of a rooftop in the middle of Manhattan, Cinder, wearing normal street clothes, sits by herself in complete silence, still grieving for the loss of Eddie Brock.

"Yo Cin!"

She turns around and is surprised to see Spider-Man walking up to her while holding two ice cream cones in his hands. "I have no idea which one is your favorite, so I just guess and picked one out for you." He said to her.

"Thanks." Cinder said with a smile and accepts the ice cream that is ironically her favorite.

Spidey sits down next to her and the two friends enjoy their ice creams together. "You feeling okay?" He asked her in concern about her current mental state.

"I'm fine. Thanks. Things are definitely not gonna be the same around here with both Eddie and Salem gone." Cinder told the webhead.

"I hear ya. So with cranky witchy in prison, what are you and your friends gonna do now?" Peter asked her on their next task.

"Me and my team will soon be moving to San Francisco. That's the city where Eddie was raised in. Might as well make it poetic that I live there from now on." Cinder told the Spider that she's moving out.

"You're not just doing that to get away from me and cause trouble, are ya?" Spidey asked her.

"What makes you say that?" She replied with a cocky smirk. "Don't worry. I won't do a lot of bad things that'll get your attention. I may or may not cause some trouble, but I'll balance it out by doing some good over there. Y'know, be a part-time hero, part-time troublemaker and the cause of your headaches. It'll be fun, especially when the next time we meet, I'll be sure to settle the score with you."

"I'll pay to see that, buddy." Spidey said, standing up after finishing his ice cream.

"Uh-huh. Just to be clear, we are NOT friends. You're still my rival, and that's THAT." Cinder told him as she gets up from the ground.

" _But last week you said-!"_ Toxin was actually going to reveal that Cinder does see Peter as a friend, probably her best friend, but she shuts him down before he could continue spilling the beans.

"Quiet, Toxin!" She ordered him, getting Peter to laugh at their antics. They stop messing around when they hear a few police sirens coming from down below, heading towards a crime scene.

"Whelp guess I'm needed." Spidey said, preparing to go help out the police.

"I'll join too." Cinder said, putting on her symbiote costume and transform back into Toxin. _**"Race ya there!"**_ She said as she's already getting a head-start.

"HEY! No fair! You know I can't web swing faster than you! Get back here!" Spidey whined, shooting out a web line so he could catch up with Cinder as the two friends/rivals swing over to the crime scene together.

 **BGM-Shadow the Hedgehog OST-I AM (The Story is Over)**

And lastly far away on a rooftop, Shadow the Hedgehog watches the Spider swing through the city looking pretty happy. The happiest he has been in a long time, truly as if the burdens of his past no longer weighing down on him and truly has been reborn as a new man. Shadow smiled and says to himself, "Adios…Spider-Man." He said in a metaphorical sense before walking away from the rooftop.

 **BGM End**

* * *

 **KFX here: And that's the end of "Spider-Man and Cinder-Flaming Web of Light and Shadow. Now don't go anywhere. We still have an epilogue to go over, wrapping up whatever lose ends that are left and leaving hints of future story. And if you read my previous story "Spider-Man and Sonic: Un-Gravitified Web", we will finally learn the identity of that mysterious person who was speaking to Dr. Eggman at the end of the story. You may or may already not know who this person is. If not, then sit back and wait for his reveal.**


	25. Epilogue: Catalyst to Doom

_Epilogue: Catalyst to Doom_

 **A week later after Eddie Brock's funeral in a peaceful, afternoon Manhattan**

 **BGM-Sonic Unleashed OST-Apotos Day**

With the world fully at peace once again after the symbiote invasion that almost destroyed all of mankind in multiple dimensions, Cinder Fall is seen walking through the sidewalks of Manhattan wearing normal street clothes that match her favorite colors, which are thanks to her symbiote's ability to shape-shift, bypassing people while trying to remember what she and her team needs before they move out of the city to San Francisco, the late Eddie Brock's childhood hometown.

She takes out a list of the items she needs before they move out. "Okay, I think we have everything we need before we head out tomorrow, unless I'm forgetting something. Hey Toxin, do you remember anything else we need before we go?" Ms. Fall asked her symbiote buddy that's attached to her skin.

" _Besides a big bag of chocolates, I think we have everything."_ Toxin answered her question.

Cindy chuckled, "Nice." As she continues walking through the busy streets of the big-wide city, she takes a quick second to glance at her surroundings and is happy to see everything is so bright and colorful after the horrific invasion. "It's truly incredible just how resilient humanity is," She said with a smile. "Only a few weeks ago we suffered the biggest alien invasion in all of history. Now everything is rebuilt and people are moving on with their lives as if nothing ever happened."

" _You humans are an interesting species. I can't see why anyone would want to destroy it all."_ Toxin said.

"Thankfully, the one person that would love to do that is rotting in an alternate dimension jail cell, hopefully for the rest of the eternity. Still…" She frowns, remembering how her love interest, Eddie, sacrificed his own life to save them all and still feels guilty about unintentionally leading him to his own destruction. "I wished Eddie was still here, you know. It was my fault that led him to his own demise." She says.

" _Now you're starting to sound like Spidey."_ Toxin told her.

"Hmph. That guy is like a disease. Well that's what I get for constantly getting involved with him." Cinder closes her eyes and continues walking forward, not knowing who is straight ahead of her.

"Alright, so let's head home so we can-." She accidently bumps into an old lady carry four grocery bags since she wasn't paying attention to her surroundings. "Hey, watch where you're going!" Cinder said while rubbing her head in pain. When she looks at who she bumped into, her eyes widen to find that it was May Parker, Peter Parker's old aunt, that she accidently bumped into. "Mrs. Parker?" She asked the old lady.

"Hmm?" Aunt May rubs her eyes a few times before taking a look at Cinder in front of her. "Oh, it's you. I remember you. You're one of Peter's friends. From that other world, I presume?" She asked, remembering that she encountered Cinder during the end days of the Goblin War.

"I'm not his friend, but I'm not exactly his enemy either." Cinder said while helping the nice, old lady up her feet. "Here, let me carry these for you." She picks up the four, big grocery bags with tremendous ease thanks to her increased strength from her symbiote.

"Why thank you, child. Would you be so nice in accompanying this old lady back to Queens for me? I've been so busy all day and barely have the strength to carry these groceries." Aunt May said with a kind, warm smile that Cinder couldn't ignore even with a dark heart.

"Huh? Oh, um, sure." Cinder replied, a bit unsure but does it anyways, accompanying Peter's beloved aunt back to Queens. _"Why am I doing this again?"_ She raised an eyebrow while thinking to herself.

" _Why are you doing this?"_ Toxin asked its host.

" _She's Spider-Man's aunt. I can't just ignore her. She looks so weak but at the same time so gentle, and kind. I can't find it in me to say no to her."_ Cinder replied as she and Mrs. Parker take a nice walk back to the latter's home neighborhood.

 **BGM End**

* * *

 **Queens, New York**

 **BGM-Dragon Ball Super OST-Like That Cloud**

The two ladies arrive at the front of the Parker Residence in the quiet neighborhood of Queens later that afternoon. Aunt May uses her key to open the door so she and Cinder could enter the small house that May and Peter has lived in for almost all their lives, all by themselves.

May walks into the kitchen while Cinder takes a quick survey of her surroundings. "Can you put those bags at that table over there? Thank your kind heart." May directed Cinder to the kitchen table to lay down the groceries.

"Uh, sure." Cinder complied and puts the bags onto the table as directed. _"So this is Peter's childhood home, huh?"_ She said to herself. The crimson anti-hero takes another chance to explore the house, spotting a picture frame that depicts a younger Peter, Aunt May, and an old man she has never seen before. "Who's this man in the picture?" She asked Peter's aunt.

"That's my late husband and Peter's uncle, Ben. Has Peter told you anything about him?" Aunt The old, but kind aunt asked Cinder about Uncle Ben.

"Not…much, no." Cinder responded.

"He was a kind and gentle man. The most honest person you'll ever find in this world. That's why we were all sadden by his untimely death three years ago. Oh Peter took his uncle's passing the worse. For years he has blamed himself and felt guilty about not doing a thing to prevent it, but it would seem that recently he finally let go of that guilt and found true happiness once again as if he has become a new being all together. Don't you agree?" Aunt May asked her guest with a warm smile.

Cinder thinks for a second how she should learn from Peter and truly move on from her guilt about being responsible for Eddie's own death, sharing a genuine and happy smile back to Aunt May, "Yeah, I do."

"That's wonderful. Now can you do me one last favor and help me get dinner ready for tonight? Assuming you're not too busy at the moment?" Aunt May asked for Cinder's help one last time.

"It would be my pleasure." She agreed and begins helping her get dinner ready.

* * *

 **Later in the evening**

The women are almost done cooking dinner when they hear a familiar voice enter through the front door. "Aunt May, I'm home!" Peter shouted to his dearest aunt.

"How was your day, sweetie?" Aunt May asked in the kitchen.

"It was good, besides having to skip class again so I could stop Arcade from launching nuclear missiles! Anyways, what're we eating?" The amazing brunette enters the kitchen, only to find his aunt and crimson-dressed rival wearing an apron cooking dinner. "Cinder? In my house? Cooking dinner? While wearing an apron? Can I take a picture of this?" He joked in an attempt to get on her nerves.

"You better not!" Cinder glared at him with her flaming eyes.

Peter chuckled, "I was joking, okay. Mostly." He said, which quickly diminishes the crimson woman's anger and gets her to chuckle happily.

 **BGM End**

 **30 minutes later…**

 **BGM-Dragon Ball Super Official OST-A Mother's Love**

The Parker family and Ms. Fall take their seat next to the kitchen table and begins chowing down on the meal that Aunt May and Cindy cooked up for all three of them. Peter takes a piece of his pie that Cinder made and joyfully eats it down, not noticing the awkward stares he's receiving from the two women sitting right next to him until it was too late. "…It's good. I-I wasn't expecting you to be such a good cook." He said towards Cinder.

"That was actually Toxin who made that. He took an interest in celebrity cook shows recently. I just helped with the small stuff, that's all." Cinder revealed.

"That makes sense. You don't you like much of a cook. You probably would've burned the pie even before you put it in the oven." Peter chuckled as he's about to take the last wheat cake for himself, only for Cindy to take it at the last second and chews it in front of his face. "Heeeey." He whined while she smirks.

"Regardless, I am grateful for all your work this evening, Cinder. The world needs more strong-willed woman like you in this generation. How about you stay for the night? We have room." Aunt May offered her.

"A-Are you sure it's okay for someone like me staying here?" Cinder asked the Parkers.

"Eh, why not?" Peter responded, leaning on his seat.

"You helped save the world, didn't you? Not to mention I selfishly wasted your entire day when you should be getting ready to move out of the city tomorrow. It's the least we can do to repay you. You're practically part of the family." May told her.

"Well I wouldn't go THAT far." Peter commented.

A small smirk quickly forms on Cinder's face before giving her response. "Yeah. I might as well stay the night here, only so I can annoy your nephew a little more before I go." She said, pointing her left thumb back at Peter.

"She gets off from that. Trust me." Peter joked, getting a giggle from the two women.

Later that night in the household, everyone but Cinder is already fast asleep. The crimson anti-hero bonded with a symbiote god stares at the ceiling for a few minutes while recollecting her small time with the Parkers and how their words and influence has touched her heart. "Family, huh?" She said to herself. She smiles one last time before she gently falls asleep until the morning.

 **BGM End**

* * *

 **The next morning**

After getting a good morning's breakfast and a good-bye to Aunt May, Peter and Cinder walk out of the household into the bright and sunny neighborhood sidewalks before going their separate ways for a while.

"Whelp, I gotta get to class, then skip class because I'm sure the city will be in trouble during my exam this morning. I'll see you whenever you cause trouble my friend or foe, hopefully friend, but I know how much you hate that term." Peter rambled, giving Cinder a good-bye fist bump.

"Yeah." Cinder responded with a smirk.

"See ya." Peter gave her a two-fingered salute before walking down the sidewalk to his school, with his rival walking down the opposite direction.

" _Rest your soul, Eddie. I promise that one day I will beat him. But until then, I'll continue watching over your little brother, while also walking down my own path in this world or any world. You have my word."_ She said in her thoughts while also looking up to the clear blue sky above her head.

As she continues walking down the neighborhood of Queens before she decides to go back to her friends and move out of New York, her Scroll begins to ring, showing an unknown number with a static thumbnail on the screen. "Hmm? That's odd. Who is this, I wonder?" She asked herself before she fearfully answers this mystery caller and listens to what they have to say.

* * *

 **Negative Zone, Prison 42**

Just like with any other overly-dangerous, super powered maniac that is a big threat to the entire world and beyond, the once ultimate ruler of the Grimm and former Queen of the Symbiotes, Salem, has been rotting in her Negative Zone prison cell for weeks since her embarrassing defeat against Spider-Man. She has been placed in a section of the prison meant only for those that specialize in magic, wearing inhibitor collar and wrist rings that reduce their magical powers to absolute zero, sitting inside a specialized-made cell that furthers weaken her magic and the symbiote she's now permanently bonded with. This way, she won't ever be a threat to humanity ever again while also constantly under heavy surveillance.

Sitting quietly in her small cell of the prison, wearing orange prison clothing that uncharacteristically fits her, with her stubby missing arm and leg replaced with prosthetic limbs, but still possessing that burnt scar on her face, Salem spends her days in complete solitude, reading books about Earth's ancient history and finds them quite interesting. She has never once interacted with the imprisoned criminals she deems inferior to her presence, especially when one of them is a wacko mutant called Typhoid Mary, who she finds more annoying than Spider-Man.

Speaking about Spider-Man, she sometimes has flashbacks to her encounters with the Spider when she's in complete thought, or sometimes randomly, which spooks her sometimes.

While she's ready a book about the Inhumans, humans from long ago that were experimented by the Kree and gained superhuman abilities and still exist to this day, her instincts sense an old foe approaching her shielded cell. She calmly closes her book without turning to the individual that's standing in front of her cell. "Come to reprimand me in person, Ozpin?" She asked without turning to her most hated foe.

"You should be grateful Spider-Man spared your life. I know I wouldn't." Ozpin told her.

"That honestly makes you more weak-willed than him." She replied.

"And that's a good thing too, because I'm trusting him in stopping you if you ever think of breaking out of here." Ozpin said.

"Calm your heart. I have no plans in breaking out anytime soon. I rather stay here for the time being. You could say I'm on my vacation." Salem replied, turning back to her book.

"Is that a fact?" Ozpin raised his eyebrow in suspicion.

"I'm in no rush. I've spent a great deal, time, and energy on that invasion. And since it failed, I need to rethink my thoughts and ambitions," She admitted to her mortal enemy. "I was right about him. The Spider. Fighting him has helped me learn more about myself and the world. Helped me realize what my weaknesses are and ways of improving upon them. And as gratitude, I grant him and his world a peace of mind. It's the least I could do," She turns a smile and her head towards Ozpin. "Just informed the Spider for me, that the next time we meet, I will fight him with a re-energized force of pure vengeance, the likes he has never seen before."

Ozpin responds to her request with a confident smile of his own, "And I'm sure he would be happy to put you back in your place again."

Salem softly chuckled, "I'm sure he would."

The seemingly immortal arch-enemies part their separate ways, with Ozpin going back to his home dimension while Salem returns back to her book about the Inhumans. After spending close to an hour, she has finally finished reading that interesting book and puts it down on her seat, but before she could pick up the next story from her big stacked pile, her entire body mysteriously vanishes without a trace.

* * *

 **Remnant, Salem's old domain**

For some odd reason that she herself couldn't figure out, Salem finds herself back in her conference room in her domain on Remnant. "What the?! Why am I…" She surveys the area around her, questioning why she's back in Remnant so suddenly.

"Oh you have GOT to be kidding me?"

Salem turns to the source of the voice to find her former protégé, Cinder Fall, standing right next to her with her arms crossed. "Cinder? Were you the one that called me here?" She asked.

"Why would I be stupid enough to summon the moron that almost destroyed our dimensions not long ago?" Cinder questioned her on that stupid question, still feeling some animosity towards the witch that promised to help Eddie control his symbiote but instead almost caused the destruction of multiple worlds.

"I'll admit I wasn't in the _right_ state of mind back then." Salem confessed.

"That's an understatement," Cinder said, slightly irritating her former master. "Anyways, to answer your question, I wasn't the one that called you here."

"You're not?" Salem asked.

"No. The same person that told me to come here said they were going to summon someone else before we could continue talking. Just didn't think they would summon you." Cinder glared at Salem.

"Who is this mysterious person that summoned us here, I wonder?" Salem said as she approaches the side of Cinder.

The two natives of Remnant notice a magical screen about to pop up slightly above them. "We're about to find out." Cinder said while they both look at the screen, where a mysterious dark silhouette that resembles a man sitting on what appears to be a throne shows up from the other line.

 **BGM-Dragon Ball Xenoverse OST-Cutscene: Alternate Age**

" _Greetings Salem, and to you too, Ms. Fall. I must thank you both for sacrificing your precious time away for us to meet up like this."_ This cold, metallic sounding man, whose voice could impose and inflict fear to all Grimm in the world, starts to speak to the dark women of Remnant.

"I assume you're the person who freed me from my imprisonment?" Salem asked the mystery person from her side of the communication. "Who are you, and what do you want with us?"

" _I'll introduce myself later in this conversation, but for now I am offering a proposition to you. An alliance, you could say."_ Mystery man said to Salem.

"An alliance? What kind of alliance are we talking about here?" Salem asked the metal-covered man.

" _An alliance of powers that our worlds have never experienced before, with the common goal of conquering them with an iron fist."_ The dark silhouette told her and Cinder.

"Sounds interesting. But what's really in it for me?" Salem asked.

" _Power. Power that would make anything you have experienced before look inadequate and laughable. This power I offer you would help condemn all of Remnant, and everyone that has stood in your immortal years to conquer it like the one you call 'Ozpin' and his 'guardians'."_

"Intriguing…" Salem quietly said to herself, intrigued that this mystery person somehow knows her history with Ozpin.

The shadowy proposer summons two, clear-cut images from his screen, depicting one man wearing red glasses, a green/yellow costume, and four octopus-like tentacles sprouting from his back, while the other is a rather obese, egg-shaped man who also wears glasses and a militaristic red coat, as well as having a long light-brownish mustache on his face.

"Wait…I know those two. That's Dr. Eggman, and the other is Dr. Octopus. How does this guy know them?" Cinder asked after recognizing the two villainous scientist from two different dimensions all together.

" _These two I have already contacted in joining the alliance some time ago. The only reason why I waited on you was so I could test you, and see what you're capable of in handling the ISO-8. And I must say, despite your failure with the symbiotes, I was left impressed."_ The mystery man complimented Salem in her 'victory'.

"What do you know of the ISO-8?" Salem asked him.

" _More than most people in the entire multiverse. You could say I alone possess their hidden secrets and how they came to be on Earth, and most recently on Remnant and Mobius, as if they've existed on those worlds for centuries."_

"The ISO-8 has been on Remnant and Mobius? For centuries? When did that happen? I thought it could only be found on Earth? Even then, it only recently appeared on the planet during the Pulse a few months ago." Cinder said, wondering what the heck is going on here.

"I've been asking that same question myself recently and couldn't find an answer, and yet you seem more knowledgeable on their creation than any other man on all our worlds," Salem said to the shadowy man from the other line. "I ask you again: Who…are you?" She asked, finally thinking it's time this person in metallic armor to introduce himself to her.

The mystery man finally gets up from his throne and begins walking out of the shadows, slowly revealing a man wearing a green cape behind his titanium battle-suit. _"My name is Doom…"_ And with one final step out of the shadows, this villain shows off signature and scary metal mask to his new allies, _"Victor von Doom."_ He introduced himself with that same, imposing vocal tone.

"D-Doom…As in DOCTOR Doom…THAT Doom?" Cinder seems a little spooked and is trying her best to hide her fears knowing who she is talking to, but small sweats still fall off from her face.

"You know this man, Cinder?" Salem asked her.

"Not much, only that he is VERY dangerous. And if the stories are true, I think he's even more dangerous than you." Cinder told Salem, which certainly gets her interest, but Salem remains stoic and turns back to Doom.

"So, Dr. Doom, if I join this little alliance with you and those other scientists, will you keep to your end of the bargain and grant me power and the secrets of the ISO-8?" Salem asked the ruler of his own country, Latveria.

" _Only if you're willing to cooperate. If we want to beat our enemies, we cannot afford any malice between one another. And don't worry about your little escape from prison. I've managed to manipulate S.H.I.E.L.D. through some 'unusual' methods in kindly releasing you to Latverian authorities without them even realizing it. A taste of the kind of power I wield."_ Doom said, slightly referring to his mastery over magic, and with the use of his kingdom's advanced resources of course.

"Seeing how you went out of your way to doing that, then I'm in your debt, then. Alright, you have yourself a deal. When do you plan on us meeting face-to-face?" Salem asked him.

" _Soon. I'll give you the date and location shortly, as well as the method of getting you there without raising the suspicion of anyone."_ Doom told her.

"Okay. I look forward to our partnership, Doom." Salem said.

From the magic screen, Doom turns to Cinder. _"And how about you, Ms. Fall. Do you and your friends want to join? Your unique skills and ability to control your symbiote without losing control is quite impressive. I can help you grant your wish in gaining more power, and together we can rule the world. It is your choice. I am not forcing you to attend a one-of-a-kind alliance like this."_ He offered to Cinder.

"I'm satisfied with my current power and I have no interest in world domination, but the thought of joining a multi-versal alliance of the greatest villains of all time is rather interesting and sounds quite fun. Besides, someone needs to watch you guys in case you accidently blow up the universe. I've already lived through that more than enough already." Cinder said to Doom with a smirk.

" _So, you concede?"_ Doom asked if she's joining or not.

"Only for personal reasons, but sure. I'm curious to see where this is headed. Whether it's good or not we'll have to see."Cinder agreed in joining this maniacal alliance between the biggest baddies across time-and-space.

" _Then I look forward when we finally meet in person, you two. You can count on it."_ And with that closing statement, Doom and his mystic purple screen of evil disappears from the room.

"Doctor Doom…" Salem makes note of the villain's name and personality, getting the sentiment that this is one man she should never underestimate when they cross paths again. "I want to learn more about him and how he knows so much about my world and the ISO-8."

"Yeah. For once, I agree." Cinder said while leaning next to the wall, looking up to the ceiling so she can think to herself, _"Well Spidey, it would seem things are gonna get a lot more intense for both you and me. Hope you're ready, because a massive storm is brewing and it's showing no signs of stopping for a long while."_

 **BGM End**

* * *

 **Next time in the United Heroes Series:**

 _ **D-Avengers: Spider-Island DX**_

 **The beginning of the "Masters of Evil" Saga begins here, starting with an adaptation of the famous "Spider-Island" storyline from the comics. During their first summer vacation with each other, Spider-Man, Sonic the Hedgehog, Tails, and Team RWBY come together when a new villainous group called the Masters of Evil come together with a plan to take over their respective dimensions. New characters to the story like Kaine Parker and the cloning-master himself, The Jackal, are set to appear in this dimension-hopping adventure. How will the D-Avengers' first mission in saving their worlds together go? What are the secrets about the ISO-8? And what are these mysterious gemstones called the "Exo Stones" that the villains want to get a hold of? All we know is, the heroes' summer vacation is gonna be jammed packed with adventures. Just wait and see this summer. Look for this story under the "Spider-Man/Avengers" crossover page of this website.**

* * *

 **KFX Here: That's right, folks, Dr. Doom is gonna be the main villain and leader of the Masters of Evil Saga, with Dr. Eggman, Dr. Octopus, and Salem all coming together as a team. You can even go as far as saying he's been the hidden villain throughout this entire series. More details on what I mean when we start Spider-Island DX in the coming months.**

 **In terms of new characters, fully expect Kaine and the Jackal to appear in the story, with the later scheduled to appear in future stories after this. I'm also planning on introducing more characters into this series, more specifically from Sonic the Hedgehog Franchise like the Freedom Fighters from the Archie Comics (Post Super Genesis Wave/Reboot incarnations because Pre-Reboot was just a mess, let's all agree on that).**

 **After this next story, planned sequels in the United Heroes World involving the adaptations of Fire Emblem: Awakening, Kid Icarus Uprising, Sonic Free Riders, Sonic Colors, and Sonic Generations. Things are about to be loaded with crazy-fun adventures, my fellow readers.**

 **Visit my forum page from my profile page to find the link and get into various discussions about this series.**

 **And also, I'm requesting fan-art for Spider-Island DX and the future stories. You don't have to, but I would greatly appreciate and would give you a shout-out to whatever you want. Thank you.**


End file.
